Common use of Authority; Approval Clause in Contracts

Authority; Approval. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject only to adoption of this Agreement by the holders of a majority of Shares entitled to vote on such matter at a stockholders meeting duly called and held for such purpose or acting by written consent in lieu of a stockholders meeting (the “Company Stockholder Approval”) if required by applicable Law, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or any holders of any Equity Securities of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement (other than, if required by applicable Law, the obtaining of the Company Stockholder Approval). This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors and to the availability of equitable remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law (the “Bankruptcy and Equity Exception”). (b) The Company Board has unanimously, by resolutions duly adopted at a meeting duly called and held, which resolutions have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn in any way, (i) approved, and declared advisable, this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth herein, (ii) determined that this Agreement and such transactions are fair to, and in the best interests of, the Company and its stockholders and (iii) resolved to recommend that the Company’s stockholders accept the Offer, tender their Shares into the Offer and, to the extent required by applicable Law, adopt this Agreement (clauses (i) through (iii), the “Company Recommendation”), (iv) directed that, to the extent required by applicable Law after the Acceptance Time, the Agreement be submitted to the Company’s stockholders for their adoption either at a stockholders meeting duly called and held for such purpose or pursuant to an action by written consent and (v) approved this Agreement and such transactions for purposes of Section 203 of the DGCL.

Authority; Approval. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement andAgreement, subject only the Transaction Documents to adoption of this Agreement by the holders of which it is a majority of Shares entitled to vote on such matter at a stockholders meeting duly called party and held for such purpose or acting by written consent in lieu of a stockholders meeting (the “Company Stockholder Approval”) if required by applicable Law, to perform its obligations hereunder and to consummate the transactions contemplated by Transactions. The execution, delivery and performance of this Agreement, including the Offer and the Merger. The execution and delivery of this Agreement by the Company Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated by this Agreement Transactions have been duly authorized by all necessary corporate action on the part of the Company and no corporate or other corporate proceedings on the part of the Company or any holders of any Equity Securities of the Company are necessary to authorize this Agreement Agreement, the other Transaction Documents to which it is a party or to consummate the transactions contemplated by this Agreement Transactions, other than (other than, if required by applicable Law, the obtaining of i) the Company Stockholder Approval), the Company Warrantholder Approval, the Third Charter Amendment Approval and the Equity Incentive Plan Approval and (ii) the filing of the Proposed Charter Amendments with the Secretary of State of Delaware. This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Subthe Sponsor, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors and to the availability of equitable remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law (the “Bankruptcy and Equity Exception”). (b) The Company Board has unanimouslyboard of directors of the Company, by resolutions resolution duly adopted at a meeting duly called and held, which resolutions have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn in any way, held has unanimously (i) approved, and declared advisable, this Agreement and the transactions contemplated by determined that this Agreement, including the Offer other Transaction Documents to which the Company is party and the Merger, upon Transactions are fair and in the terms best interest of the Company and subject to the conditions set forth hereinCompany Stockholders, (ii) determined that approved this Agreement and such transactions are fair to, and in the best interests ofAgreement, the other Transaction Documents to which the Company and its stockholders and is a party, including the Proposed Charter Amendments, (iii) resolved to recommend that declared advisable the Company’s stockholders accept the Offer, tender their Shares into the Offer and, to the extent required by applicable Law, adopt this Agreement (clauses (i) through (iii), the “Company Recommendation”)Proposed Charter Amendments, (iv) directed thatthat the Proposed Charter Amendments, the Proposed Warrant Amendment Agreement, the Business Combination (and the related amendment to the extent required by applicable Law after Investment Management Agreement) and the Acceptance Time, the Agreement Equity Incentive Plan be submitted to the Company’s stockholders Company Stockholders or the Company Warrantholders, as applicable, for their adoption either consideration at a stockholders meeting duly called and held for such purpose the Company Stockholders Meeting or pursuant to an action by written consent the Company Warrantholders Meeting, as applicable, and (viv) approved this Agreement and such transactions for purposes of Section 203 of resolved to make the DGCLCompany Recommendation.

Authority; Approval. (a) The Company Each of the HI-REIT Parties has all the requisite power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and, subject only to adoption receipt of this Agreement by the holders Requisite HI-REIT Stockholder Approvals and the satisfaction or waiver of a majority all conditions to the Closing of Shares entitled to vote on such matter at a stockholders meeting duly called and held for such purpose or acting by written consent the Mergers as set forth in lieu of a stockholders meeting (the “Company Stockholder Approval”) if required by applicable LawArticle VIII, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby, including the Offer and the MergerMergers. The execution and delivery of this Agreement by the Company each HI-REIT Party and the consummation by the Company each HI-REIT Party of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company and limited partnership action, and no other corporate or partnership proceedings on the part of the Company or any holders of any Equity Securities of the Company HI-REIT Parties are necessary to authorize this Agreement or the Mergers or to consummate the other transactions contemplated by this Agreement Agreement, subject to (other thani) receipt of the Requisite HI-REIT Stockholder Approvals, if required (ii) the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by applicable Lawthe SDAT, (iii) the filing of the TX Certificate of Merger with, and acceptance by, the obtaining TX SOS, and (iv) the filing of the Company Stockholder Approval). DE Certificate of Merger with, and acceptance by, the DE SOS. (b) This Agreement has been duly executed and delivered by the Company andeach HI-REIT Party, and assuming due authorization, execution and delivery by Parent and Merger Subthe XXXXXXX XX Parties, constitutes a legal, valid and binding obligation of the Companyeach HI-REIT Party, enforceable against the Company each HI-REIT Party in accordance with its termsterms and conditions, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or other similar Laws laws affecting creditors’ rights generally and general principles of general applicability relating to or affecting the rights of creditors and to the availability of equitable remedies, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law (the “Bankruptcy and Equity Exception”law). (bc) The Company On the recommendation of the HI-REIT Special Committee, the HI-REIT Board has unanimously(i) determined that the terms of this Agreement, the Mergers, the REIT Merger Consideration and the other transactions contemplated by resolutions duly this Agreement are fair and reasonable and in the best interests of HI-REIT and the holders of HI-REIT Shares, (ii) approved, authorized, adopted at and declared advisable this Agreement and the consummation of the Mergers and the other transactions contemplated by this Agreement, (iii) directed that the Mergers be submitted to a meeting duly called vote of the holders of HI-REIT Shares and held(iv) recommended that holders of HI-REIT Shares vote in favor of approval of the Mergers (such recommendation, the “HI-REIT Board Recommendation”), which resolutions remain in full force and effect and have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn in any way, (i) approved, and declared advisable, this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth herein, (ii) determined that this Agreement and such transactions are fair to, and in the best interests of, the Company and its stockholders and (iii) resolved to recommend that the Company’s stockholders accept the Offer, tender their Shares into the Offer and, to the extent required by applicable Law, adopt this Agreement (clauses (i) through (iii), the “Company Recommendation”), (iv) directed that, to the extent required by applicable Law except as may be permitted after the Acceptance Time, the Agreement be submitted to the Company’s stockholders for their adoption either at a stockholders meeting duly called and held for such purpose or pursuant to an action date hereof by written consent and (v) approved this Agreement and such transactions for purposes of Section 203 of the DGCLArticle VII.

Authority; Approval. (a) The Company Each of the XXXXXXX XX Parties has all the requisite power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and, subject only to adoption receipt of this Agreement by the holders Requisite XXXXXXX XX Stockholder Approvals and the satisfaction or waiver of a majority all conditions to the Closing of Shares entitled to vote on such matter at a stockholders meeting duly called and held for such purpose or acting by written consent the Mergers as set forth in lieu of a stockholders meeting (the “Company Stockholder Approval”) if required by applicable LawArticle VIII, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby, including the Offer and the MergerMergers. The execution and delivery of this Agreement by the Company each XXXXXXX XX Party and the consummation by the Company each XXXXXXX XX Party of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company action, and no other corporate proceedings on the part of the Company or any holders of any Equity Securities of the Company XXXXXXX XX Parties are necessary to authorize this Agreement or the Mergers or to consummate the other transactions contemplated by this Agreement Agreement, subject to (other thani) receipt of the Requisite XXXXXXX XX Stockholder Approvals, if required (ii) the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by applicable Lawthe SDAT, (iii) the filing of the TX Certificate of Merger with, and acceptance by, the obtaining TX SOS, and (iv) the filing of the Company Stockholder Approval). DE Certificate of Merger with, and acceptance by, the DE SOS. (b) This Agreement has been duly executed and delivered by the Company andeach XXXXXXX XX Party, and assuming due authorization, execution and delivery by Parent and Merger Subthe HI-REIT Parties, constitutes a legal, valid and binding obligation of the Companyeach XXXXXXX XX Party, enforceable against the Company each XXXXXXX XX Party in accordance with its termsterms and conditions, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or other similar Laws laws affecting creditors’ rights generally and general principles of general applicability relating to or affecting the rights of creditors and to the availability of equitable remedies, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law (the “Bankruptcy and Equity Exception”law). (bc) The Company On the recommendation of the XXXXXXX XX Special Committee, the XXXXXXX XX Board has unanimously(i) determined that the terms of this Agreement, the Mergers, the REIT Merger Consideration and the other transactions contemplated by resolutions duly this Agreement are fair and reasonable and in the best interests of XXXXXXX XX and the holders of XXXXXXX XX Shares, (ii) approved, authorized, adopted at and declared advisable this Agreement, the consummation of the Mergers and the other transactions contemplated by this Agreement and the Proxy Statement, (iii) directed that the Mergers and the proposals set forth in Proxy Statement be submitted to a meeting duly called vote of the holders of XXXXXXX XX Shares and held(iv) recommended that holders of XXXXXXX XX Shares vote in favor of approval of the Mergers and the other proposals set forth in the Proxy Statement (such recommendation, the “XXXXXXX XX Board Recommendation”), which resolutions remain in full force and effect and have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn in any way, (i) approved, and declared advisable, this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth herein, (ii) determined that this Agreement and such transactions are fair to, and in the best interests of, the Company and its stockholders and (iii) resolved to recommend that the Company’s stockholders accept the Offer, tender their Shares into the Offer and, to the extent required by applicable Law, adopt this Agreement (clauses (i) through (iii), the “Company Recommendation”), (iv) directed that, to the extent required by applicable Law except as may be permitted after the Acceptance Time, the Agreement be submitted to the Company’s stockholders for their adoption either at a stockholders meeting duly called and held for such purpose or pursuant to an action date hereof by written consent and (v) approved this Agreement and such transactions for purposes of Section 203 of the DGCLArticle VII.

Authority; Approval. (ai) The Company has all requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement andAgreement, subject only to adoption of this Agreement by the holders of a majority of Shares entitled to vote on such matter at a stockholders meeting duly called and held for such purpose or acting by written consent in lieu of a stockholders meeting (the “Company Stockholder Approval”) if required by applicable Law, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger. The execution and delivery of this Agreement by , subject, in the Company and the consummation by the Company case of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part Merger, to receipt of the Company and no other corporate proceedings on the part of the Company or any holders of any Equity Securities of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement Stockholder Approval (other than, if required by applicable Law, the obtaining of the Company Stockholder ApprovalDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject subject, as to enforceability, to bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization or similar moratorium and other Laws of general applicability relating to or affecting the creditors’ rights of creditors and to the availability of equitable remedies, regardless of whether such enforceability is considered in a proceeding in general equity or at law (the “Bankruptcy and Equity Exception”). (b) The Company Board has unanimously, by resolutions duly adopted at principles. At a meeting duly called and held, which resolutions have not as of held prior to the date execution and delivery of this Agreement been subsequently rescindedAgreement, modified or withdrawn in any way, the Company Board unanimously adopted resolutions (iA) approved, and declared advisable, determining that this Agreement and the transactions contemplated by this Agreementhereby, including the Offer Offer, the Top-Up Option and the Merger, upon the terms and subject are advisable, fair to the conditions set forth herein, (ii) determined that this Agreement and such transactions are fair to, and in the best interests of, of the Company and its stockholders the Stockholders, (B) approving and (iii) resolved to recommend that declaring advisable this Agreement and the Company’s stockholders accept transactions contemplated hereby and thereby, including the Offer, tender their Shares into the Offer andTop-Up Option (including the issuance of the Top-Up Shares) and the Merger, to on the extent required by applicable Lawterms and conditions set forth herein and therein and in accordance with the requirements of the DGCL, adopt and such approval constitutes approval of this Agreement (clauses (i) through (iii)Agreement, the “Company Recommendation”)Support Agreement and the transactions contemplated hereby and thereby, (iv) directed that, to including the extent required by applicable Law after the Acceptance TimeOffer, the Agreement be submitted to Top-Up Option and the Company’s stockholders for their adoption either at a stockholders meeting duly called and held for such purpose or pursuant to an action by written consent and (v) approved this Agreement and such transactions Merger, for purposes of Section 203 of the DGCL, (C) directing that this Agreement be submitted to a vote at the Stockholders Meeting for adoption and approval (unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.3) and (D) subject to Section 5.2, recommending that the Stockholders accept the Offer, tender their Shares pursuant to the Offer and vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby, including the Merger if required by applicable Law (such recommendation, the “Company Board Recommendation”), which recommendation constitutes a recommendation and approval of the Company Board for purposes of any Takeover Statutes, and as of the date hereof, none of the aforesaid resolutions have been subsequently rescinded, modified or withdrawn. Assuming the accuracy of the representations and warranties set forth in Section 4.2(f), the Company Board has taken all actions necessary so that Parent and Merger Sub will not be prohibited by any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar takeover statute, including Section 203 of the DGCL (collectively, the “Takeover Statutes”), from consummating the transactions contemplated hereby, including the Offer, the Top-Up Option and the Merger, in the manner contemplated hereby and to ensure that no Takeover Statute will impose any additional procedural, voting, approval or other restrictions on the timely consummation of the transactions contemplated hereby or restrict, impair or delay the ability of (x) Parent or Merger Sub to engage in any of the transactions contemplated hereby, including the Offer, the Top-Up Option and the Merger, or the Support Agreement or (y) Parent or Merger Sub, following the Acceptance Time and subject to the other provisions of this Agreement, to vote or otherwise exercise all rights as a stockholder of the Company.

Authority; Approval. (a) The Company Seller has all requisite corporate power and authority to execute and deliver this Agreement and, subject only to adoption of this Agreement by and the holders of a majority of Shares entitled to vote on such matter at a stockholders meeting duly called and held for such purpose or acting by written consent in lieu of a stockholders meeting (the “Company Stockholder Approval”) if required by applicable LawRelated Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreementhereby and thereby. At the time of the Closing, including the Offer and the Merger. The execution and delivery of this Agreement and the Related Agreements by the Company Seller and the consummation by the Company Seller of the transactions contemplated by this Agreement hereby and thereby will have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or any holders of any Equity Securities of the Company Seller are necessary to authorize this Agreement and the Related Agreements or to consummate the transactions contemplated by this Agreement (other than, if required by applicable Law, the obtaining of the Company Stockholder Approval)hereby and thereby. This Agreement has and the Related Agreements have been duly and validly executed and delivered by the Company Seller and, assuming the due authorization, execution and delivery of this Agreement and the Related Agreements (as applicable) by Parent and Merger Subthe other parties thereto, constitutes a constitute legal, valid and binding obligation obligations of the CompanySeller, enforceable against the Company Seller in accordance with its their respective terms, subject to except as such enforceability may be limited or affected by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization moratorium or other similar Laws of general applicability laws affecting or relating to or affecting the enforcement of creditors’ rights of creditors generally and to the availability of general equitable remedies, principles regardless of whether such enforceability is considered in a proceeding in equity or at law (the “Bankruptcy and Equity Exception”)or in equity. (b) The Company Board has unanimously, by resolutions duly adopted at a meeting duly called and held, which resolutions have not as Each of the date Shareholders understands, acknowledges and agrees that this Agreement, when executed by each of this Agreement been subsequently rescindedthe Shareholders, modified or withdrawn in any way, (i) approved, shall evidence the Shareholders’ approval and declared advisable, adoption of this Agreement and the Related Agreements in all respects and the Shareholders’ approval of the transactions contemplated hereby and thereby by this Agreementunanimous written consent of the Shareholders in accordance with Section 228 of the DGCL, including and that no further action by the Offer Shareholders is required in order for the Seller to execute and the Merger, upon the terms and subject to the conditions set forth herein, (ii) determined that deliver this Agreement and such the Related Agreements and to consummate the transactions are fair to, contemplated hereby and in the best interests of, the Company and its stockholders and (iii) resolved to recommend that the Company’s stockholders accept the Offer, tender their Shares into the Offer and, to the extent required by applicable Law, adopt this Agreement (clauses (i) through (iii), the “Company Recommendation”), (iv) directed that, to the extent required by applicable Law after the Acceptance Time, the Agreement be submitted to the Company’s stockholders for their adoption either at a stockholders meeting duly called and held for such purpose or pursuant to an action by written consent and (v) approved this Agreement and such transactions for purposes of Section 203 of the DGCLthereby.

Authority; Approval. (a) The Company Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and, subject only to adoption of this Agreement by the holders of a majority of Shares entitled to vote on such matter at a stockholders meeting duly called and held for such purpose or acting by written consent in lieu of a stockholders meeting (the “Company Stockholder Approval”) if required by applicable LawAgreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby to be consummated by this Agreement, including the Offer and the MergerPurchaser. The execution and delivery of this Agreement by the Company Purchaser and the consummation by the Company Purchaser of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or any holders of any Equity Securities of the Company Purchaser are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement (other than, if required by applicable Law, the obtaining of the Company Stockholder Approval)hereby. This Agreement has been duly and validly executed and delivered by the Company Purchaser and, assuming the due authorization, execution and delivery thereof by Parent and Merger Subthe Company, constitutes a the legal, valid and binding obligation obligations of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with its terms, : (i) subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, reorganization moratorium or similar Laws laws from time to time in effect affecting creditors' rights generally and (ii) general principles of general applicability relating to or affecting the rights equity including, without limitation, standards of creditors materiality, good faith, fair dealing and to the availability of equitable remediesreasonableness, regardless of whether such enforceability is principles are considered in a proceeding of law or in equity or at law (equity. Purchaser Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the “Bankruptcy transactions contemplated hereby to be consummated by Purchaser Sub. The execution and Equity Exception”). (b) The Company Board has unanimously, by resolutions duly adopted at a meeting duly called and held, which resolutions have not as of the date delivery of this Agreement by Purchaser Sub and the consummation by Purchaser Sub of the transactions contemplated hereby have been subsequently rescindedduly authorized by all necessary corporate action and no other corporate proceedings on the part of Purchaser Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser Sub and, modified or withdrawn assuming the due authorization, execution and delivery thereof by the Company, constitutes the legal, valid and binding obligations of Purchaser Sub, enforceable against Purchaser Sub in any way, accordance with its terms: (i) approved, and declared advisable, this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth hereinapplicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws from time to time in effect affecting creditors' rights generally and (ii) determined that this Agreement general principles of equity including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, whether such transactions principles are fair to, and considered in the best interests of, the Company and its stockholders and (iii) resolved to recommend that the Company’s stockholders accept the Offer, tender their Shares into the Offer and, to the extent required by applicable Law, adopt this Agreement (clauses (i) through (iii), the “Company Recommendation”), (iv) directed that, to the extent required by applicable Law after the Acceptance Time, the Agreement be submitted to the Company’s stockholders for their adoption either at a stockholders meeting duly called and held for such purpose proceeding of law or pursuant to an action by written consent and (v) approved this Agreement and such transactions for purposes of Section 203 of the DGCLin equity.

Authority; Approval. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement andand the Transaction Documents to which it is a party and to perform and consummate the Transactions. The execution, subject only to adoption delivery and performance of this Agreement by the holders of a majority of Shares entitled to vote on such matter at a stockholders meeting duly called and held for such purpose or acting by written consent in lieu of a stockholders meeting (the “Company Stockholder Approval”) if required by applicable Law, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger. The execution and delivery of this Agreement by the Company Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated by this Agreement Transactions have been duly authorized by all necessary corporate action on the part of the Company and no corporate or other corporate proceedings on the part of the Company or any holders of any Equity Securities of the Company are necessary to authorize this Agreement or the Transaction Documents to which it is a party or to consummate the transactions contemplated by this Agreement Transactions, other than (other than, if required by applicable Law, the obtaining of i) the Company Stockholder Approval)Approval and Company Warrantholder Approval and (ii) the filing of the Proposed Charter Amendment with the Secretary of State of Delaware. This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or moratorium and similar Laws laws of general applicability relating to or affecting the creditors’ rights of creditors and to the availability of equitable remedies, regardless of whether such enforceability is considered in a proceeding in general equity or at law (the “Bankruptcy and Equity Exception”)principles. (b) The Company Board has unanimouslyboard of directors of the Company, by resolutions resolution duly adopted at a meeting duly called and held, which resolutions have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn in any way, held has (i) approved, and declared advisable, this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth herein, (ii) determined that this Agreement and such transactions the Transactions are fair to, and in the best interests of, interest of the Company and its stockholders the Company Stockholders, (ii) adopted a resolution approving this Agreement, setting forth the Proposed Charter Amendment and declaring the advisability of this Agreement and the Proposed Charter Amendment, (iii) resolved to recommend directed that the Company’s stockholders accept the Offer, tender their Shares into the Offer and, to the extent required by applicable Law, adopt this Agreement (clauses (i) through (iii)Agreement, the “Company Recommendation”), (iv) directed that, to Proposed Charter Amendment and the extent required by applicable Law after the Acceptance Time, the Agreement Business Combination be submitted to the Company’s stockholders Company Stockholders for their adoption either consideration at a stockholders meeting duly called and held for such purpose or pursuant to an action by written consent the Company Stockholders Meeting and (viv) approved this Agreement and such transactions for purposes of Section 203 of resolved to make the DGCLCompany Recommendation.

Authority; Approval. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement andand other Transaction Documents to which it is or shall become a party and to perform and consummate the Transactions, subject only to adoption the Company Stockholder Approvals and except as set forth on the Company Disclosure Schedule. The execution, delivery and performance of this Agreement by the holders of and other Transaction Documents to which it is or shall become a majority of Shares entitled to vote on such matter at a stockholders meeting duly called and held for such purpose or acting by written consent in lieu of a stockholders meeting (the “Company Stockholder Approval”) if required by applicable Law, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger. The execution and delivery of this Agreement by the Company party and the consummation by the Company of the transactions contemplated by this Agreement Transactions have been duly authorized by all necessary corporate action on the part of the Company and no corporate or other corporate proceedings on the part of the Company or any holders of any Equity Securities of the Company are necessary to authorize this Agreement Agreement, the other Transaction Documents to which it is or shall become a party or to consummate the transactions contemplated by this Agreement Transactions, other than (other than, if required by applicable Law, the obtaining of i) the Company Stockholder Approval)Approvals, and (ii) the filing of the Initial Charter Amendment and the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. This Each of this Agreement and the other Transaction Documents to which the Company is or shall become a party has been or will be duly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Subthe Xxxxxxx Group or the other parties thereto, constitutes (or will when executed constitute) a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or moratorium and similar Laws laws of general applicability relating to or affecting the creditors’ rights of creditors and to the availability of equitable remedies, regardless of whether such enforceability is considered in a proceeding in general equity or at law (the “Bankruptcy and Equity Exception”)principles. (b) The Company Board has unanimouslyBoard, by resolutions resolution duly adopted at a meeting duly called and held, which resolutions have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn in any way, held has unanimously (i) approved, and declared advisable, this Agreement determined that the Transaction Documents and the transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth herein, (ii) determined that this Agreement and such transactions Transactions are fair to, and in the best interests of, of the Company and its stockholders the Company Stockholders, (ii) approved this Agreement, each of the other Transaction Documents to which the Company is a party, the Initial Charter Amendment and the Amended and Restated Certificate of Incorporation and declared the advisability of this Agreement and the other Transaction Documents, including the Transactions, (iii) resolved to recommend directed that the Company’s stockholders accept Extension Proposal, the OfferTrust Account Conversion Proposal, tender their Shares into the Offer and, Amended and Restated Charter Proposal and the Equity Incentive Plan be submitted to the extent required by applicable Law, adopt this Agreement (clauses (i) through (iii), Company Stockholders for consideration at the “Company Recommendation”)Stockholders Meetings as provided herein, (iv) directed that, resolved to make the extent required by applicable Law after the Acceptance Time, the Agreement be submitted to the Company’s stockholders for their adoption either at a stockholders meeting duly called and held for such purpose or pursuant to an action by written consent Company Recommendations and (v) approved this Agreement directed the Company to commence and such transactions for purposes of Section 203 of complete the DGCLWarrant Exchange Offer.

Authority; Approval. (a) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute and execute, deliver this Agreement and, subject only to adoption receipt of this Agreement by the holders of a majority of Shares entitled to vote on such matter at a stockholders meeting duly called and held for such purpose or acting by written consent in lieu of a stockholders meeting (the “Company Initial Stockholder Approval”) if required by applicable LawConsent, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger. The execution and delivery of under this Agreement by the Company and the consummation by the Company each of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or any holders of any Equity Securities of the Company are necessary Transaction Documents to authorize this Agreement or to consummate the transactions contemplated by this Agreement (other than, if required by applicable Law, the obtaining of the Company Stockholder Approval)which it is a party. This Agreement has been been, and each of the Transaction Documents to which the Company is a party will be at Closing, duly executed and delivered by the Company and, assuming due execution when executed and delivery delivered by the Parent and Merger Subthe other parties hereto and thereto, constitutes will constitute a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, preferential transfer, moratoriumreorganization, reorganization or moratorium and similar Laws of general applicability relating to or affecting the creditors’ rights of creditors and to the availability general principles of equitable remedies, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law Law) (the “Bankruptcy and Equity Exception”). (b) The Company Board has unanimouslyCompany’s board of directors has, by resolutions duly adopted at a meeting duly called convened and heldheld meeting, which resolutions have not as unanimously determined that the Merger is in the best interests of the date Company and its stockholders, approved and declared advisable this Agreement, the Merger and the other Transactions. Other than the Initial Stockholder Consent, no other approvals are necessary to authorize this Agreement or to consummate the Transactions. The Company’s board of directors has taken all necessary action to ensure that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 of the Delaware General Corporation Law), as a result of the execution of this Agreement been subsequently rescindedor the consummation of the Transactions in the manner contemplated hereby. No Takeover Statute is applicable to the Company, modified the Company Common Stock or withdrawn in any way, the Transactions. (ic) approved, and declared advisable, this Agreement and the transactions contemplated by this Agreement, including the Offer and the MergerThe Initial Stockholder Consent, upon delivery to the terms Company as provided in Section 228 of the DGCL and subject to the conditions set forth hereinnotice requirements thereof, (ii) determined that shall be sufficient to adopt this Agreement and such transactions are fair to, and in approve the best interests of, Merger on behalf of the Company and its stockholders and (iii) resolved to recommend that the Company’s stockholders accept the Offer, tender their Shares into the Offer and, to the extent required by applicable Law, adopt this Agreement (clauses (i) through (iii), the “Company Recommendation”), (iv) directed that, to the extent required by applicable Law after the Acceptance Time, the Agreement be submitted to the Company’s stockholders for their adoption either at a stockholders meeting duly called and held for such purpose or pursuant to an action by written consent and (v) approved this Agreement and such transactions for purposes of Section 203 of the DGCLDelaware Law.

Authority; Approval. (a) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute execute, deliver and deliver perform its obligations under this Agreement andand to consummate the Transactions, subject only to adoption of this Agreement by the holders of (i) a majority of Shares the voting power of the issued and outstanding shares of Company Capital Stock and (ii) a majority of the Company Preferred Stock (excluding the Class D-3 Stock) in each case entitled to vote on approve such matter by written consent or at a stockholders stockholders’ meeting duly called and held for such purpose or acting by written consent in lieu of a stockholders meeting (the “Company Required Stockholder Approval”) if required by applicable Law). Other than the Required Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementthere are no votes, including the Offer and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company approvals, consents or other proceedings of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part equityholders or members or any governing body of the Company or any holders of any Equity Securities of its Subsidiaries necessary in connection with the execution and delivery of, or the performance by the Company are necessary to authorize of its obligations under, this Agreement or to consummate the transactions contemplated by this Agreement (other than, if required by applicable Law, the obtaining consummation of the Transactions. The holders of Company Capital Stock are entitled to act by written consent with respect to duly obtaining the Required Stockholder Approval)Approval in accordance with the DGCL and the Company’s Organizational Documents. This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or moratorium and similar Laws of general applicability relating to or affecting the creditors’ rights of creditors and to the availability of equitable remedies, regardless of whether such enforceability is considered in a proceeding in general equity or at law principles (the “Bankruptcy and Equity Exception”). (b) The Company Board has unanimously, by resolutions duly adopted at a meeting duly called and held, which resolutions have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn in any way, unanimously (i) approved, approved and declared advisable, advisable this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth hereinTransactions, (ii) determined that this Agreement and such transactions the Transactions are fair to, and in the best interests of, the Company and its stockholders the Company Stockholders, (iii) directed that this Agreement be submitted to the Company Stockholders for their adoption and (iiiiv) resolved to recommend that the Company’s stockholders accept the Offer, tender their Shares into the Offer and, to the extent required by applicable Law, Company Stockholders adopt this Agreement (clauses (i) through (iii), the “Company Board Recommendation”), (iv) directed that, to the extent required by applicable Law after the Acceptance Time, the Agreement be submitted to the Company’s stockholders for their adoption either at a stockholders meeting duly called and held for such purpose or pursuant to an action by written consent and (v) approved this Agreement and such transactions for purposes of Section 203 of the DGCL.

Authority; Approval. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject only to adoption of this Agreement by the holders of a majority of Shares entitled to vote on such matter at a stockholders meeting duly called and held for such purpose or acting by written consent in lieu of a stockholders meeting (the “Company Stockholder Approval”) if required by applicable LawAgreement, to perform its obligations hereunder and to consummate the transactions contemplated by this AgreementTransactions, including subject, in the Offer and case of the consummation of the Merger, to receipt of the Stockholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on Company, subject, in the part case of the Company or any holders of any Equity Securities consummation of the Company are necessary Merger, to authorize this Agreement or to consummate the transactions contemplated by this Agreement (other than, if required by applicable Law, the obtaining receipt of the Company Stockholder Approval). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar insolvency and other Laws of general applicability relating to or affecting the creditors’ rights of creditors and to the availability of equitable remedies, regardless of whether such enforceability is considered in a proceeding in general equity or at law principles (the “Bankruptcy and Equity Exception”). (b) Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions, subject, in the case of the consummation of the Merger, to receipt of the approval of the Company as sole stockholder of Merger Sub. The execution and delivery of this Agreement by Merger Sub and the consummation by Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of Merger Sub. This Agreement has been duly executed and delivered by Merger Sub and, assuming the due authorization, execution and delivery by Parent and the Company, constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, subject, as to enforceability, to the Bankruptcy and Equity Exception. (c) The Special Committee and the Company Board has unanimouslyBoard, by resolutions duly adopted acting based on the recommendation of the Special Committee, at a meeting meetings duly called and heldheld at which a quorum was present and voting, which resolutions have not respectively approved this Agreement and the Transactions and determined that this Agreement and the Transactions are, as of the date of this Agreement been subsequently rescinded, modified or withdrawn in any way, (i) approved, and declared advisable, this Agreement and the transactions contemplated by this Agreement, including the Offer advisable and the Merger, upon the terms and subject to the conditions set forth herein, (ii) determined that this Agreement and such transactions are fair to, and in the best interests of, the holders of Class A Common Stock (other than the Parent Group, Ramguard, any holders of Rollover Shares or Exchange Shares, and their respective Affiliates) and authorized the Special Committee Recommendation and the Company and its stockholders and (iii) resolved to recommend that the Company’s stockholders accept the OfferBoard Recommendation, tender their Shares into the Offer and, to the extent required by applicable Law, adopt this Agreement (clauses (i) through (iii), the “Company Recommendation”), (iv) directed that, to the extent required by applicable Law after the Acceptance Time, the Agreement be submitted to the Company’s stockholders for their adoption either at a stockholders meeting duly called and held for such purpose or pursuant to an action by written consent and (v) approved this Agreement and such transactions for purposes of Section 203 of the DGCLrespectively.

Authority; Approval. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement andAgreement, subject only the Transaction Documents to adoption of this Agreement by the holders of which it is a majority of Shares entitled to vote on such matter at a stockholders meeting duly called party and held for such purpose or acting by written consent in lieu of a stockholders meeting (the “Company Stockholder Approval”) if required by applicable Law, to perform its obligations hereunder and to consummate the transactions contemplated by Transactions. The execution, delivery and performance of this Agreement, including the Offer and the Merger. The execution and delivery of this Agreement by the Company Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated by this Agreement Transactions have been duly authorized by all necessary corporate action on the part of the Company and no corporate or other corporate proceedings on the part of the Company or any holders of any Equity Securities of the Company are necessary to authorize this Agreement Agreement, the Transaction Documents to which it is a party or to consummate the transactions contemplated by this Agreement Transactions, other than (other than, if required by applicable Law, the obtaining of i) the Company Stockholder Approval)Approval and Company Warrantholder Approval and (ii) the filing of the Proposed Charter Amendment with the Secretary of State of Delaware. This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Parent Parent, Merger Sub and Merger SubPine River, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or moratorium and similar Laws laws of general applicability relating to or affecting the creditors’ rights of creditors and to the availability of equitable remedies, regardless of whether such enforceability is considered in a proceeding in general equity or at law (the “Bankruptcy and Equity Exception”)principles. (b) The Company Board has unanimouslyboard of directors of the Company, by resolutions resolution duly adopted at a meeting duly called and held, which resolutions have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn in any way, held has (i) approved, and declared advisable, this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth herein, (ii) determined that this Agreement and such transactions the Transactions are fair to, and in the best interests of, interest of the Company and its stockholders the Company Stockholders, (ii) adopted a resolution approving this Agreement, setting forth the Proposed Charter Amendment and declaring the advisability of this Agreement and the Proposed Charter Amendment, (iii) resolved to recommend directed that the Company’s stockholders accept the Offer, tender their Shares into the Offer and, to the extent required by applicable Law, adopt this Agreement (clauses (i) through (iii)Agreement, the “Company Recommendation”), (iv) directed that, to Proposed Charter Amendment and the extent required by applicable Law after the Acceptance Time, the Agreement Business Combination be submitted to the Company’s stockholders Company Stockholders for their adoption either consideration at a stockholders meeting duly called and held for such purpose or pursuant to an action by written consent the Company Stockholders Meeting and (viv) approved this Agreement and such transactions for purposes of Section 203 of resolved to make the DGCLCompany Recommendation.

Authority; Approval. (a) The Company has all requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement andAgreement, subject only to adoption of this Agreement by the holders of a majority of Shares entitled to vote on such matter at a stockholders meeting duly called and held for such purpose or acting by written consent in lieu of a stockholders meeting (the “Company Stockholder Approval”) if required by applicable Law, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger. The execution and delivery of this Agreement by , subject, in the Company and the consummation by the Company case of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part Merger, to receipt of the Company and no other corporate proceedings on the part of the Company or any holders of any Equity Securities of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement Stockholder Approval (other than, if required by applicable Law, the obtaining of the Company Stockholder ApprovalDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Subeach of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject subject, as to enforceability, to bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization or similar moratorium and other Laws of general applicability relating to or affecting the creditors’ rights of creditors and to the availability of equitable remedies, regardless of whether such enforceability is considered in a proceeding in general equity or at law principles (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”). (b) . The Company Board has unanimously, by resolutions duly adopted at a meeting duly called and held, which resolutions have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn in any way, (iA) approved, and declared advisable, determining that this Agreement and the transactions contemplated by this Agreementhereby, including the Offer Offer, the Top-Up Option and the Merger, upon the terms and subject are advisable, fair to the conditions set forth herein, (ii) determined that this Agreement and such transactions are fair to, and in the best interests ofof the Stockholders (B) authorizing, approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Offer, the Company Top-Up Option and its stockholders the Merger, on the terms and conditions set forth herein and in accordance with the requirements of the DGCL, (C) directing that this Agreement be submitted to a vote at the Stockholders Meeting for adoption (unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.3) and (iiiD) resolved subject to recommend Section 5.2, recommending that the Company’s stockholders Stockholders accept the Offer, tender their Shares into pursuant to the Offer andand vote in favor of the adoption of this Agreement and the transactions contemplated hereby, to including the extent Merger if required by applicable Law, adopt this Agreement Law (clauses (i) through (iii)such recommendation, the “Company Board Recommendation”). As of the date hereof, (iv) directed thatnone of the aforesaid resolutions have been subsequently rescinded, to modified or withdrawn. Assuming the extent required by applicable Law after accuracy of the Acceptance Timerepresentations and warranties set forth in Section 4.2(f), the Agreement be submitted to the Company’s stockholders for their adoption either at a stockholders meeting duly called and held for such purpose or pursuant to an action by written consent and (v) approved this Agreement and such transactions for purposes of Company Board has taken all actions necessary so that Section 203 of the DGCLDGCL does not, and will not, apply to (i) Parent, Merger Sub or any other Affiliate of Parent with respect to the transactions contemplated hereby or (ii) the Offer, the Top-Up Option, the Merger or the other transactions contemplated by this Agreement or the Support Agreement, and to ensure that Section 203 of the DGCL will not impose any additional procedural, voting, approval or other restrictions on the timely consummation of the transactions contemplated hereby or restrict, impair or delay the ability of (x) Parent, Merger Sub or any other Affiliate of Parent to engage in any of the transactions contemplated hereby with the Company or (y) Parent or Merger Sub, following the Acceptance Time and subject to the other provisions of this Agreement, to vote or otherwise exercise all rights as a stockholder of the Company. To the Knowledge of the Company, no other “interested stockholder,” “affiliate transaction,” “business combination” or antitakeover statute is applicable to this Agreement, the Merger or the other transactions contemplated hereby.

Authority; Approval. (a) The Company has all requisite the corporate power and authority to execute execute, deliver and deliver perform this Agreement and, subject only to adoption of this Agreement by the holders of a majority of Shares entitled to vote on such matter at a stockholders meeting duly called and held for such purpose or acting by written consent in lieu of a stockholders meeting (the “Company Stockholder Approval”) if required by applicable Law, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, including the Offer and the Mergerhereby. The execution execution, delivery and delivery performance by the Company of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action on the part of the Company and, except for the Company Requisite Approvals in Section 3.20 and the filing of the Articles of Merger in accordance with the WBCA, no other corporate proceedings on the part of the Company or any holders of any Equity Securities of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement (other than, if required by applicable Law, the obtaining of the Company Stockholder Approval)hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming due execution that this Agreement constitutes the legal, valid and delivery by binding obligation of Parent and the Merger Sub, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or moratorium and similar Laws laws of general applicability relating to or affecting the creditors’ rights of creditors and to the availability of equitable remedies, regardless of whether such enforceability is considered in a proceeding in general equity or at law (the “Bankruptcy and Equity Exception”)principles. (b) The Company Board has unanimouslyBoard, by resolutions duly adopted at a meeting duly called and held, which resolutions have not as of held on or prior to the date of this Agreement been subsequently rescindedhereof or in an action by unanimous written consent, modified or withdrawn in any way, has (i) approved, and declared advisable, determined that this Agreement and the transactions contemplated by this Agreementhereby, including the Offer Merger and the Articles of Merger, upon the terms and subject are advisable, fair to the conditions set forth herein, (ii) determined that this Agreement and such transactions are fair to, and in the best interests of, of the Company and its stockholders Shareholders, (ii) adopted and approved this Agreement and the transactions contemplated hereby, including the Merger and Articles of Merger; and (iii) resolved to recommend recommended that the Company’s stockholders accept Securityholders deliver the OfferSecurityholder Written Consent, tender their Shares into the Offer and, to the extent required by applicable Law, adopt this Agreement (clauses (i) through (iii), the “Company Recommendation”), (iv) directed that, to the extent required by applicable Law after the Acceptance Time, the Agreement be submitted to the Company’s stockholders for their adoption either at a stockholders meeting duly called and held for such purpose or pursuant to an action by written consent and (v) approved this Agreement and such transactions for purposes of Section 203 including approval of the DGCLArticles of Merger, none of which have been subsequently rescinded, modified, revoked or abjured in any way.

Authority; Approval. (a) The execution, delivery and performance by the Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject only to adoption of this Agreement by the holders of a majority of Shares entitled to vote on such matter at a stockholders meeting duly called and held for such purpose or acting by written consent in lieu of a stockholders meeting (the “Company Stockholder Approval”) if required by applicable Law, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement hereby are within the Company’s corporate powers and, except for the Company Requisite Vote and the filing and recordation of the Articles of Merger in accordance with the WBCL, have been duly and validly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or any holders of any Equity Securities of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement (other than, if required by applicable Law, the obtaining of the Company Stockholder Approval)hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming due execution that this Agreement constitutes the legal, valid and delivery by binding obligation of the Parent and the Merger Sub, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or moratorium and similar Laws laws of general applicability relating to or affecting the creditors’ rights of creditors and to the availability of equitable remedies, regardless of whether such enforceability is considered in a proceeding in general equity or at law (the “Bankruptcy and Equity Exception”)principles. (b) The Company Board has unanimously, by resolutions duly adopted at a meeting duly called and heldheld on or prior to the date hereof has, which resolutions have not as by unanimous vote of the date of this Agreement been subsequently rescinded, modified or withdrawn in any waydirectors attending such meeting, (i) approved, and declared advisable, determined that this Agreement and the transactions contemplated by this Agreementhereby, including the Offer and including, the Merger, upon are in the terms best interests of the Company and subject to the conditions set forth hereinits shareholders, (ii) determined that approved and adopted this Agreement and such the transactions are fair tocontemplated hereby, including the Merger, (iii) approved the Shareholders Agreement and the transactions contemplated thereby, and in the best interests of, the Company and its stockholders and (iiiiv) resolved to recommend that the Company’s stockholders accept the Offer, tender their Shares into the Offer and, to the extent required by applicable Law, adopt this Agreement (clauses (i) through (iii), the “Company Recommendation”), (iv) directed that, to the extent required by applicable Law after the Acceptance Time, the Agreement be submitted to the Company’s stockholders for their adoption either at a stockholders meeting duly called shareholders that they vote in favor of adopting and held for such purpose or pursuant to an action by written consent and (v) approved approving this Agreement and such transactions for purposes of the Merger in accordance with the terms hereof (the recommendation referred to in this Section 203 of 2.4(b) is referred to in this Agreement as the DGCL“Recommendation”).

Authority; Approval. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject only to adoption of this Agreement by the holders of a majority of Shares entitled to vote on such matter at a stockholders meeting duly called and held for such purpose or acting by written consent in lieu of a stockholders meeting (the “Company Stockholder Approval”) if required by applicable LawAgreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby to be consummated by this Agreement, including the Offer and Company (other than when required by law with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock in accordance with Delaware Law). The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of the Company action, and no other corporate proceedings on the part of the Company or any holders of any Equity Securities of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement hereby (other than, if required with respect to the approval and adoption of this Agreement, by applicable Law, the obtaining holders of a majority of the outstanding shares of Company Stockholder ApprovalCommon Stock in accordance with Delaware Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by Parent Purchaser and Merger Purchaser Sub, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to to: (i) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, reorganization moratorium or similar Laws laws from time to time in effect affecting creditors' rights generally and (ii) general principles of general applicability relating to or affecting the rights equity including, without limitation, standards of creditors materiality, good faith, fair dealing and to the availability of equitable remediesreasonableness, regardless of whether such enforceability is principles are considered in a proceeding of law or in equity or at law (the “Bankruptcy and Equity Exception”). (b) equity. The Company Board has unanimously, by resolutions duly adopted at a meeting duly called and held, which resolutions have not as hereby represents that the Special Committee of the date Board of this Agreement been subsequently rescinded, modified or withdrawn in any way, (i) approved, and declared advisable, this Agreement and Directors has recommended that the transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth herein, (ii) determined that this Agreement and such transactions are fair to, and in the best interests of, Board of Directors of the Company approve the Merger and its stockholders that the Board of Directors of the Company has unanimously adopted a resolution approving the Merger and (iii) has resolved to recommend that approval of the Company’s stockholders accept the Offer, tender their Shares into the Offer and, to the extent required by applicable Law, adopt this Agreement (clauses (i) through (iii), the “Company Recommendation”), (iv) directed that, to the extent required by applicable Law after the Acceptance Time, the Agreement be submitted Merger to the Company’s stockholders for their adoption either at a stockholders meeting duly called and held for such purpose or pursuant to an action by written consent and (v) approved this Agreement and such transactions for purposes of Section 203 of the DGCL's stockholders.

Authority; Approval. (a) The Company has Each of Parent and Merger Sub have all requisite corporate necessary power and authority to execute and deliver and perform its obligations under this Agreement and, subject only after giving effect to adoption of this Agreement by the holders of a majority of Shares entitled Merger Sub Parent Approval, to vote on such matter at a stockholders meeting duly called consummate the Merger. Parent has all necessary power and held for such purpose or acting by written consent in lieu of a stockholders meeting (the “Company Stockholder Approval”) if required by applicable Law, authority to cause Merger Sub Parent to perform its obligations hereunder and to consummate the transactions contemplated by under this Agreement, including the Offer and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or any holders of any Equity Securities of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement (other than, if required by applicable Law, the obtaining of the Company Stockholder Approval). This Agreement has been duly executed and delivered by the Company Xxxxxx and Merger Sub and, assuming due execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the CompanyParent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except that such enforcement may be subject to bankruptcythe Enforceability Exceptions. The authorization by the boards of directors of Parent and Xxxxxx Sub and approval of Merger Sub Parent as the sole shareholder of Merger Sub are the only votes or approvals required in order for Parent and Merger Sub to execute and deliver this Agreement, insolvencyto perform their obligations under this Agreement, fraudulent transferor to consummate the Transactions, moratoriumin each case, reorganization or similar Laws of general applicability relating to or affecting on the rights of creditors terms and subject to the availability conditions of equitable remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law (the “Bankruptcy and Equity Exception”)this Agreement. (b) The Company Board board of directors of Parent has unanimouslyauthorized and approved the execution, delivery and performance by resolutions duly adopted at a meeting duly called Parent of this Agreement, the Support Agreement and heldthe Transactions, including the Merger, which resolutions have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn in any way, withdrawn. The board of directors of Merger Sub has (i) approveddetermined that it is fair to, and in the best interests of Merger Sub and its sole shareholder for Merger Sub to enter into this Agreement and consummate the Transactions, including the Merger, (ii) approved and declared advisable, advisable this Agreement and the transactions contemplated by this Support Agreement, and the execution, delivery and performance of this Agreement and the Transactions, including the Offer and the Merger, upon the terms and subject to the conditions set forth hereinin this Agreement, (iiiii) determined directed that this Agreement and such transactions are fair toMerger Sub submit to its sole shareholder, and in the best interests offor adoption by written consent, the Company approval and its stockholders adoption of this Agreement, the Statutory Plan of Merger and the Transactions, including the Merger and (iiiiv) resolved to recommend that such approval and adoption by Merger Sub Parent, in its capacity as the Company’s stockholders accept the Offersole direct shareholder of Merger Sub, tender their Shares into the Offer andwhich resolutions have not been subsequently rescinded, to the extent required by applicable Law, adopt this Agreement (clauses (i) through (iii), the “Company Recommendation”), (iv) directed that, to the extent required by applicable Law after the Acceptance Time, the Agreement be submitted to the Company’s stockholders for their adoption either at a stockholders meeting duly called and held for such purpose modified or pursuant to an action by written consent and (v) approved this Agreement and such transactions for purposes of Section 203 of the DGCLwithdrawn.

Authority; Approval. (a) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute and execute, deliver this Agreement and, subject only to adoption receipt of this Agreement by the holders of a majority of Shares entitled to vote on such matter at a stockholders meeting duly called and held for such purpose or acting by written consent in lieu of a stockholders meeting (the “Company Initial Stockholder Approval”) if required by applicable LawConsent, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger. The execution and delivery of under this Agreement by the Company and the consummation by the Company each of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company or any holders of any Equity Securities of the Company are necessary Transaction Documents to authorize this Agreement or to consummate the transactions contemplated by this Agreement (other than, if required by applicable Law, the obtaining of the Company Stockholder Approval)which it is a party. This Agreement has been been, and each of the Transaction Documents to which the Company is a party will be at Closing, duly executed and delivered by the Company and, assuming due execution when executed and delivery delivered by the Parent and Merger Subthe other parties hereto and thereto, constitutes will constitute a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, preferential transfer, moratoriumreorganization, reorganization or moratorium and similar Laws of general applicability relating to or affecting the creditors’ rights of creditors and to the availability general principles of equitable remedies, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law Law) (the “Bankruptcy and Equity Exception”). (b) The Company Board has unanimouslyCompany’s board of directors has, by resolutions duly adopted at a meeting duly called convened and heldheld meeting, which resolutions have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn in any way, (i) approved, and declared advisable, this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth herein, (ii) unanimously determined that this Agreement and such transactions are fair to, and the Merger is in the best interests of, of the Company and its stockholders stockholders, approved and (iii) resolved declared advisable this Agreement, the Merger and the other Transactions. Other than the Initial Stockholder Consent, no other approvals are necessary to recommend that authorize this Agreement or to consummate the Transactions. The Company’s stockholders accept board of directors has taken all necessary action to ensure that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the OfferCompany (in each case, tender their Shares into the Offer and, to the extent required by applicable Law, adopt this Agreement (clauses (i) through (iii), the “Company Recommendation”), (iv) directed that, to the extent required by applicable Law after the Acceptance Time, the Agreement be submitted to the Company’s stockholders for their adoption either at a stockholders meeting duly called and held for as such purpose or pursuant to an action by written consent and (v) approved this Agreement and such transactions for purposes of term is used in Section 203 of the DGCL), as a result of the execution of this Agreement or the consummation of the Transactions in the manner contemplated hereby. No Takeover Statute is applicable to the Company, the Company Common Stock or the Transactions. (c) The Initial Stockholder Consent, upon delivery to the Company as provided in Section 228 of the DGCL and subject to the notice requirements thereof, shall be sufficient to adopt this Agreement and approve the Merger on behalf of the Company pursuant to Delaware Law.

Authority; Approval. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement andAgreement, subject only the Transaction Documents to adoption of this Agreement by the holders of which it is a majority of Shares entitled to vote on such matter at a stockholders meeting duly called party and held for such purpose or acting by written consent in lieu of a stockholders meeting (the “Company Stockholder Approval”) if required by applicable Law, to perform its obligations hereunder and to consummate the transactions contemplated by Transactions. The execution, delivery and performance of this Agreement, including the Offer and the Merger. The execution and delivery of this Agreement by the Company Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated by this Agreement Transactions have been duly authorized by all necessary corporate action on the part of the Company and no corporate or other corporate proceedings on the part of the Company or any holders of any Equity Securities of the Company are necessary to authorize this Agreement Agreement, the other Transaction Documents to which it is a party or to consummate the transactions contemplated by this Agreement Transactions, other than (other than, if required by applicable Law, the obtaining of i) the Company Stockholder Approval), the Company Warrantholder Approval, the Third Charter Amendment Approval and the Equity Incentive Plan Approval and (ii) the filing of the Proposed Charter Amendments with the Secretary of State of Delaware. This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Subthe Sponsor, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors and to the availability of equitable remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law (the “Bankruptcy and Equity Exception”). (b) The Company Board has unanimouslyboard of directors of the Company, by resolutions resolution duly adopted at a meeting duly called and held, which resolutions have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn in any way, held has (i) approveddetermined that this Agreement, the other Transaction Documents to which the Company is party and declared advisablethe Transactions are fair and in the best interest of the Company and the Company Stockholders, (ii) adopted a resolution approving this Agreement, the other Transaction Documents to which the Company is a party, setting forth the Proposed Charter Amendments and declaring the advisability of this Agreement and the transactions contemplated by this Agreementother Transaction Documents, including the Offer and the MergerProposed Charter Amendments, upon the terms and subject to the conditions set forth herein, (ii) determined that this Agreement and such transactions are fair to, and in the best interests of, the Company and its stockholders and (iii) resolved to recommend directed that the Company’s stockholders accept the Offer, tender their Shares into the Offer and, to the extent required by applicable Law, adopt this Agreement (clauses (i) through (iii)Proposed Charter Amendments, the “Company Recommendation”), (iv) directed that, to the extent required by applicable Law after the Acceptance TimeProposed Warrant Amendment Agreement, the Agreement Business Combination and the Equity Incentive Plan be submitted to the Company’s stockholders Company Stockholders for their adoption either consideration at a stockholders meeting duly called and held for such purpose or pursuant to an action by written consent the Company Stockholders Meeting and (viv) approved this Agreement and such transactions for purposes of Section 203 of resolved to make the DGCLCompany Recommendation.