Common use of Authority; Binding Agreement Clause in Contracts

Authority; Binding Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRS, to perform its obligations hereunder and thereunder. The execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary corporate action, and no other corporate actions or proceedings on the part of the Company are necessary to authorize this Agreement and the other Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of the Parent and the Merger Sub, constitutes the legal, valid, and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents to which the Company is a party, other than this Agreement, when executed and delivered by the Company and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties thereto, will have been duly and validly executed and delivered by the Company, will each constitute a legal, valid, and binding agreement of the Company, enforceable against the Company, in accordance with their terms, except that such enforceability may be limited by Enforcement Limitations.

Authority; Binding Agreement. The Company Such Seller has the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is (or is to be) a party and to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRS, to perform its obligations hereunder and thereunder. The execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is (or its to be) a party and the consummation by the Company such Seller of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary corporate company action, and no other corporate actions or proceedings on the part of the Company such Seller are necessary to authorize this Agreement and the such other Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Company Sellers and, assuming this Agreement constitutes the valid and binding agreement of the Parent and the Merger SubPurchaser, constitutes the legal, valid, and binding agreement of the CompanySellers, enforceable against the Company Sellers in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents to which the Company either Seller is (or is to be) a party, other than this Agreement, when executed and delivered by the Company such Seller and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties theretothereto (other than Agrify), will have been duly and validly executed and delivered by the Companysuch Seller, will each constitute a legal, valid, and binding agreement of the Companysuch Seller, enforceable against the Companysuch Seller, in accordance with their terms, except that such enforceability may be limited by Enforcement Limitations.

Authority; Binding Agreement. The Company Each of the Parent, the Operating Partnership, Merger Sub, Newco I and Newco II has the requisite corporate full legal power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and, subject to the adoption of this Agreement and the other Transaction Documents and the approval of the transactions contemplated hereby and thereby by the shareholders of the Parent in accordance with the immediately succeeding sentence, to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRS, to perform its obligations hereunder and thereunder. The execution, delivery, execution and performance delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved authorized by the all necessary corporate and partnership action, and no other corporate actions or proceedings as the case may be, on the part of each of the Company are necessary Parent, the Operating Partnership, Merger Sub, 45 36 Newco I and Newco II, to authorize the extent it is a party hereto or thereto, subject to the adoption of this Agreement and the other Transaction Documents or to consummate and the approval of the transactions contemplated hereby or therebyand thereby by the shareholders of the Parent in accordance with the Exchange Act, the OGCL, the rules and regulations of the New York Stock Exchange, Inc. (as defined below) and the articles of incorporation and code of regulations of the Parent. This Each of this Agreement and the other Transaction Documents has been or will be duly and validly executed and delivered by the Company Parent, the Operating Partnership, Merger Sub, Newco I and Newco II, to the extent it is a party hereto or thereto and, assuming subject to the adoption of this Agreement and the other Transaction Documents and the approval of the transactions contemplated hereby and thereby by the shareholders of the Parent in accordance with the immediately preceding sentence, constitutes the or will constitute a legal, valid and binding agreement of each of the Parent and Parent, the Operating Partnership, Merger Sub, constitutes Newco I and Newco II, to the legal, valid, and binding agreement of the Companyextent it is a party hereto or thereto, enforceable against each of the Company Parent, the Operating Partnership, Merger Sub, Newco I and Newco II, to the extent it is a party hereto or thereto, in accordance with its terms, except that such enforceability may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other transfer and similar laws now or hereafter in effect relating to or affecting creditors’ ' rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents to which the Company is a party, other than this Agreement, when executed and delivered by the Company and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties thereto, will have been duly and validly executed and delivered by the Company, will each constitute a legal, valid, and binding agreement of the Company, enforceable against the Company, in accordance with their terms, except that such enforceability may be limited by Enforcement Limitationsequity.

Authority; Binding Agreement. The Company has the requisite corporate power hereby represents and authority to execute and deliver warrants that (i) this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRS, to perform its obligations hereunder and thereunder. The execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary corporate action, and no other corporate actions or proceedings on the part of the Company are necessary to authorize this Agreement and the other Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been approved and authorized (by the unanimous vote of all members of the Board in attendance at the Board meeting approving and authorizing this Agreement) and has been duly and validly authorized, executed and delivered by the Company andCompany, assuming this Agreement constitutes the and is a valid and binding agreement of the Parent and the Merger Sub, constitutes the legal, valid, and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws now affecting or hereafter in effect relating to creditors’ ' rights generally generally, and any equitable remedies, (ii) the Company has obtained waivers, in form and substance satisfactory to the Icahn Parties, from KeyBank National Association, Bank of America, N.A., and Wachovia Bank National Association, each as administrative agent for the respective lenders (collectively, the "Waivers"), providing that this Agreement and the transactions contemplated herein do not trigger a "change of control" or other similar provision in the Senior Term Loan Agreement, dated as of December 23, 2005, the Senior Unsecured Revolving Credit Agreement, dated as of June 13, 2006, and the Third Consolidated Amended and Restated Revolving Credit Construction Loan Agreement, dated September 22, 2005, respectively, in each case, among the Company and the lender parties thereto, and such waivers have been delivered to the Icahn Parties and are in full force and effect and (biii) general principles the Board (by unanimous vote of equity the members of Board in attendance at the applicable Board meeting) has amended the Rights Agreement, dated as of January 30, 2007, as amended (regardless the "Rights Agreement"), to provide that the applicable percentage in the definition of Acquiring Person (as defined in the Rights Agreement) is changed from 15% to 25% and to provide that any increase in percentage of Beneficial Ownership (as defined in the Rights Agreement) resulting from issuances by the Company in which all shareholders have the opportunity to participate shall be excluded from the determination of whether enforceability such a participating shareholder is considered an Acquiring Person, and such amendment is in a proceeding form and substance satisfactory to the Icahn Parties, has been delivered to the Icahn Parties and is in equity full force and effect and has not been modified or at law) ((a) and (b), collectively, “Enforcement Limitations”)further amended. The Transaction Documents to which the Company is a partyIcahn Parties represent and warrant that this Agreement has been duly authorized, other than this Agreement, when executed and delivered by the Company and, assuming such Transaction Documents constitute Icahn Parties and is a valid and binding agreements obligation of the counterparties thereto, will have been duly and validly executed and delivered by the Company, will each constitute a legal, valid, and binding agreement of the CompanyIcahn Parties, enforceable against the Company, Icahn Parties in accordance with their its terms, except that as such enforceability may be limited by Enforcement Limitationsbankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors' rights generally, and any equitable remedies. Each of the parties hereto represents and warrants that the execution, delivery and performance of this Agreement by such party does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to such person or (ii) result in any breach or violation of or constitute a default under or pursuant to any organizational document of such party.

Authority; Binding Agreement. (a) The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRSAgreement, to perform its obligations hereunder and thereunderto consummate the transactions contemplated by this Agreement. The execution, delivery, execution and performance delivery of this Agreement and by the other Transaction Documents to which it is a party Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved authorized by the all necessary corporate action, and no other corporate actions or proceedings on the part action of the Company are necessary to authorize (other than (i) the approval of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding shares of Company Common Stock (voting as a class) entitled to vote thereon and (ii) the other Transaction Documents or approval of two-thirds of the outstanding shares of Company Preferred Stock (voting as a class) entitled to consummate the transactions contemplated hereby or therebyvote thereon). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery hereof by Bancorp, constitutes the a legal, valid and binding agreement of the Parent and the Merger Sub, constitutes the legal, valid, and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (a) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or other moratorium and similar laws now or hereafter in effect Laws of general applicability relating to or affecting creditors’ rights generally and (b) to general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) By resolutions duly adopted at a meeting of the Board of Directors of the Company duly called and held on July 25, 2006, by the affirmative vote of the Board of Directors of the Company required to vote pursuant to the Articles of Incorporation of the Company and the applicable provisions of the TBCA, the Board of Directors of the Company has duly ((ai) adopted a resolution recommending that this Agreement be approved by the shareholders of the Company, and (b), collectively, ii) approved and adopted this Agreement (the “Enforcement LimitationsCompany Board Approval”). The Transaction Documents to which Board of Directors of the Company is a party, other than has directed that this Agreement, when executed and delivered Agreement be submitted to the shareholders of the Company for their approval via written consent. The Company Board Approval constitutes approval of this Agreement by the Company and, assuming such Transaction Documents constitute valid and binding agreements Board of Directors of the counterparties thereto, will have been duly Company for all purposes under and validly executed and delivered by the Company, will each constitute a legal, valid, and binding agreement of the Company, enforceable against the Company, in accordance with their terms, except that such enforceability may be limited by Enforcement Limitationsthe TBCA.

Authority; Binding Agreement. (a) The Company has the Parent and Merger Sub have all requisite corporate power and limited liability company power, respectively, and authority to execute and deliver this Agreement and the other Transaction Documents each Related Agreement to which it each is, or is specified to be, a party party, to perform the Parent’s and Merger Sub’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions. The execution and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required delivery by the NRSParent and the Merger Sub of this Agreement and each Related Agreement to which the Parent or the Merger Sub is, or is specified to perform its be, a party, the performance of their respective obligations hereunder and thereunder. The execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby Transactions (a) have been duly authorized by all necessary corporate or limited liability company action by the Parent and validly authorizedthe Merger Sub, and approved by the necessary corporate action, and (b) no other corporate actions or proceedings limited liability company proceedings, other than as set forth elsewhere in this Agreement, on the part of the Company Parent or the Merger Sub, are necessary to authorize the execution and delivery by the Parent and the Merger Sub of this Agreement and each Related Agreement to which the other Transaction Documents Parent or the Merger Sub is, or is specified to be, a party or to consummate the transactions contemplated hereby or therebyTransactions. This Agreement has been been, and each Related Agreement to which the Parent or the Merger Sub is, or is specified to be, a party shall be when delivered, duly and validly executed and delivered by the Company Parent or Merger Sub, as the case may be, and, assuming the due authorization, execution and delivery of this Agreement constitutes and the Related Agreements by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding agreement obligation of the Parent and the Merger Sub, constitutes the legal, valid, and binding agreement enforceable against each of the Company, enforceable against the Company Parent and Merger Sub in accordance with its terms, except to the extent that such enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, or reorganization and moratorium laws and other similar laws now or hereafter in effect relating to of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought. (b) general principles The approval of equity (regardless the Board of whether enforceability is considered in a proceeding in equity or at law) ((a) Directors of the Parent and (b)the manager of the Merger Sub, collectivelythe Parent Stockholder Approval, “Enforcement Limitations”). The Transaction Documents and the approval of the member of Merger Sub constitute all of the votes, consents and approvals required of the stockholders and members of the Parent and Merger Sub, respectively, for the authorization, execution, delivery and performance by the Parent and Merger Sub of this Agreement and the Related Agreements to which the Company Parent or the Merger Sub is, or is specified to be, a party, other than this Agreement, when executed and delivered the consummation by the Company and, assuming such Transaction Documents constitute valid Parent and binding agreements Merger Sub of the counterparties thereto, will have been duly Merger and validly executed and delivered by the Company, will each constitute a legal, valid, and binding agreement other Transactions. Such affirmative votes are the only votes of the Companyholders of any class or series of equity interest of the Parent and Merger Sub necessary to adopt this Agreement and approve the Merger, enforceable against the CompanyCertificate of Merger and the Transactions and the Related Agreements to which the Parent or the Merger Sub is, in accordance with their termsor is specified to be, except that such enforceability may be limited by Enforcement Limitationsa party, including pursuant to the Parent Charter Documents, the Merger Sub Charter Documents and the Act.

Authority; Binding Agreement. The Company has the requisite corporate power hereby represents and authority to execute and deliver warrants that (i) this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRS, to perform its obligations hereunder and thereunder. The execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary corporate action, and no other corporate actions or proceedings on the part of the Company are necessary to authorize this Agreement and the other Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been approved and authorized (by the unanimous vote of all members of the Board in attendance at the Board meeting approving and authorizing this Agreement) and has been duly and validly authorized, executed and delivered by the Company andCompany, assuming this Agreement constitutes the and is a valid and binding agreement of the Parent and the Merger Sub, constitutes the legal, valid, and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws now affecting or hereafter in effect relating to creditors’ rights generally generally, and any equitable remedies, (ii) the Company has obtained waivers, in form and substance satisfactory to the Icahn Parties, from KeyBank National Association, Bank of America, N.A., and Wachovia Bank National Association, each as administrative agent for the respective lenders (collectively, the “Waivers”), providing that this Agreement and the transactions contemplated herein do not trigger a “change of control” or other similar provision in the Senior Term Loan Agreement, dated as of December 23, 2005, the Senior Unsecured Revolving Credit Agreement, dated as of June 13, 2006, and the Third Consolidated Amended and Restated Revolving Credit Construction Loan Agreement, dated September 22, 2005, respectively, in each case, among the Company and the lender parties thereto, and such waivers have been delivered to the Icahn Parties and are in full force and effect and (biii) general principles the Board (by unanimous vote of equity the members of Board in attendance at the applicable Board meeting) has amended the Rights Agreement, dated as of January 30, 2007, as amended (regardless the “Rights Agreement”), to provide that the applicable percentage in the definition of Acquiring Person (as defined in the Rights Agreement) is changed from 15% to 25% and to provide that any increase in percentage of Beneficial Ownership (as defined in the Rights Agreement) resulting from issuances by the Company in which all shareholders have the opportunity to participate shall be excluded from the determination of whether enforceability such a participating shareholder is considered an Acquiring Person, and such amendment is in a proceeding form and substance satisfactory to the Icahn Parties, has been delivered to the Icahn Parties and is in equity full force and effect and has not been modified or at law) ((a) and (b), collectively, “Enforcement Limitations”)further amended. The Transaction Documents to which the Company is a partyIcahn Parties represent and warrant that this Agreement has been duly authorized, other than this Agreement, when executed and delivered by the Company and, assuming such Transaction Documents constitute Icahn Parties and is a valid and binding agreements obligation of the counterparties thereto, will have been duly and validly executed and delivered by the Company, will each constitute a legal, valid, and binding agreement of the CompanyIcahn Parties, enforceable against the Company, Icahn Parties in accordance with their its terms, except that as such enforceability may be limited by Enforcement Limitationsbankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally, and any equitable remedies. Each of the parties hereto represents and warrants that the execution, delivery and performance of this Agreement by such party does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to such person or (ii) result in any breach or violation of or constitute a default under or pursuant to any organizational document of such party.

Authority; Binding Agreement. The Each of Seller, the Company and any other Affiliate of Seller executing any Ancillary Agreement has the all requisite corporate power and authority to execute execute, deliver and deliver perform its respective obligations under this Agreement and the other Transaction Documents each Ancillary Agreement to which it is a party party, and to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRS, to perform its obligations hereunder and thereunder. The execution, delivery, delivery and performance of this Agreement and the other Transaction Documents each Ancillary Agreement to which it the Seller, the Company or any Affiliate of Seller is a party party, and the consummation by the Company of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized, and approved authorized by the necessary corporate actionboard of directors of the Seller, the Company and any such other Affiliate of Seller, as applicable, and no other corporate actions or proceedings (or, in the case of an entity that is not a corporation, other similar proceedings) on the part of the Seller, the Company or any such other Affiliate of Seller, as applicable, are necessary to authorize this Agreement and or any Ancillary Agreement to which the other Transaction Documents Seller, the Company or to consummate any such Affiliate of Seller is a party or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this each Ancillary Agreement constitutes the valid and binding agreement of the Parent and the Merger Sub, constitutes the legal, valid, and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents to which the Seller, the Company or any other Affiliate of Seller is a party, other than this Agreement, when executed and delivered by the Company and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties thereto, will party have been duly and validly executed and delivered by Seller, the CompanyCompany and any such other Affiliate of Seller, will each constitute a legal, validas applicable, and constitute valid and binding agreement agreements of the CompanySeller, the Company and each such other Affiliate of Seller, as applicable, enforceable against the CompanySeller, the Company and such other Affiliate of Seller, as applicable, in accordance with their terms, except that such enforceability enforcement may be limited by Enforcement Limitationssubject to any bankruptcy, insolvency, reorganization, moratorium or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally.

Authority; Binding Agreement. The Company LED Supply has the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRS, to perform its obligations hereunder and thereunder. The execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Company LED Supply of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary corporate limited liability company action, and no other corporate limited liability company actions or proceedings on the part of the Company LED Supply are necessary to authorize this Agreement and the other Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Company LED Supply and, assuming this Agreement constitutes the valid and binding agreement of the Parent and the Merger SubGroup, constitutes the legal, valid, and binding agreement of the CompanyLED Supply, enforceable against the Company LED Supply in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents to which the Company LED Supply is a party, other than this Agreement, when executed and delivered by the Company LED Supply, and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties thereto, will have been duly and validly executed and delivered by the CompanyLED Supply, will each constitute a legal, valid, and binding agreement of the CompanyLED Supply, enforceable against the CompanyLED Supply, in accordance with their terms, except that such enforceability may be limited by Enforcement Limitations.

Authority; Binding Agreement. The Company InnoHold has the all requisite corporate limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents any Related Agreement to which it is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRSparty, to perform its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution, delivery, execution and performance delivery of this Agreement and the other Transaction Documents any Related Agreement to which it is, or is specified to be, a party and the consummation by the Company of the transactions contemplated hereby and thereby Transactions (a) have been duly and validly authorizedauthorized by members of InnoHold, and approved by the necessary corporate action, and (b) no other corporate actions or proceedings limited liability company proceedings, other than as set forth elsewhere in the Agreement, on the part of the Company InnoHold are necessary to authorize the execution and delivery of this Agreement and the other Transaction Documents any Related Agreement to which it is, or is specified to be, a party or to consummate the transactions contemplated hereby or therebyTransactions. This Agreement has been been, and any Related Agreement to which InnoHold is, or is specified to be, a party shall be when delivered, duly and validly executed and delivered by the Company InnoHold and, assuming the due authorization, execution and delivery of this Agreement constitutes and such Related Agreement by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding agreement obligation of the Parent and the Merger Sub, constitutes the legal, valid, and binding agreement of the CompanyInnoHold, enforceable against the Company InnoHold in accordance with its terms, except to the extent that such enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, or reorganization and moratorium laws and other similar laws now or hereafter in effect relating to of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (bincluding the remedy of specific performance) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents are subject to which the Company is a party, other than this Agreement, when executed and delivered by the Company and, assuming such Transaction Documents constitute valid and binding agreements discretion of the counterparties thereto, will have been duly and validly executed and delivered by the Company, will each constitute a legal, valid, and binding agreement of the Company, enforceable against the Company, in accordance with their terms, except that court from which such enforceability relief may be limited by Enforcement Limitationssought.

Authority; Binding Agreement. This Agreement has been, and upon Hardy’s execution of the Transaction Documents to which he is a party such Transaction Documents will be, duly and validly executed and delivered by Hardy and this Agreement constitutes, and upon their execution such Transaction Documents shall constitute, the legal, valid and binding obligations of Hardy, enforceable against Hardy in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of creditors generally and subject to the rules of law governing (and all limitations on) specific performance, injunctive relief, and other equitable remedies (collectively, “Enforceability Exceptions”). For purposes of this Agreement, “Transaction Documents” shall mean this Agreement, the Operating Agreement (as hereinafter defined in Section 7.1(c)), the Escrow Agreement, the Consulting Agreement between the Company and Hardy in the form attached hereto as Exhibit “C” (the “Consulting Agreement”), the Pledge Agreement between Iconix and Hardy in the form attached hereto as Exhibit “D” (the “Pledge Agreement”) and all other documents, instruments and certificates delivered pursuant hereto or in connection herewith. The Company has execution and delivery by the requisite corporate power and authority to execute and deliver Seller of this Agreement and each of the other Transaction Documents (as hereinafter defined) to which it the Seller is (or is to be) a party party, the performance by the Seller of its obligations hereunder and to consummate thereunder, as applicable, and the consummation of the transactions contemplated hereby and thereby, andhave been duly and validly authorized by all necessary action on the part of the Seller, subject to, and the Seller has all necessary power and authority with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRS, to perform its obligations hereunder and thereunderthereto. The execution, delivery, and performance Each of this Agreement and each of the other Transaction Documents to which it the Seller is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary corporate action, and no other corporate actions or proceedings on the part of the Company are necessary to authorize this Agreement and the other Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of the Parent and the Merger Sub, constitutes the legal, valid, and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents to which the Company is a party, other than this Agreementwill be, when executed and delivered by the Company andSeller, assuming such Transaction Documents constitute the legal, valid and binding agreements obligation of the counterparties thereto, will have been duly and validly executed and delivered by the Company, will each constitute a legal, valid, and binding agreement of the Company, Seller enforceable against the Company, Seller in accordance with their its respective terms, except that such enforceability as the same may be limited by Enforcement Limitationsthe Enforceability Exceptions.

Authority; Binding Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRS, to perform its obligations hereunder and thereunder. The execution, delivery, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary corporate limited liability company action, and no other corporate limited liability company actions or proceedings on the part of the Company are necessary to authorize this Agreement and the other Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of the Parent and the Merger SubPurchaser, constitutes the legal, valid, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents to which the Company is a party, other than this Agreement, when executed and delivered by the Company and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties theretoCompany, will have been duly and validly executed and delivered by the Company, will each constitute a legal, valid, valid and binding agreement of the Company, enforceable against the Company, in accordance with their terms, except that such enforceability may be limited by Enforcement Limitations.