Common use of Authority; Binding Nature of Agreement Clause in Contracts

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Company has the necessary corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement Agreement. At a meeting duly called and held, prior to consummate the Transactions. The execution of this Agreement, the Company Board of Directors has unanimously (a) determined that adopted this Agreement and the Transactions, including the Offer approved and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery delivery, and performance by the Company of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (db) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (c) resolved that the Merger shall be governed by and effected under Section 251(h) of the DGCL DGCL, and (ed) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares shares of Company Common Stock to Purchaser Merger Sub pursuant to the Offer. Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, in each case the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the terms part of the Company, and subject no other corporate proceedings on the part of the Company are necessary to authorize the conditions execution, delivery, and performance by the Company of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to limited by bankruptcy, insolvency, fraudulent transfermoratorium, reorganization, moratorium and other similar laws of general applicability relating to or applicable Law affecting creditors’ rights, rights generally and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction principles of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsequity.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. The Board of Directors Company Board, at a meeting duly called and held, has unanimously unanimously: (a) determined that this Agreement and Agreement, the TransactionsOffer, including the Offer and the Merger, the Top-Up Option and the other transactions contemplated by this Agreement are fair to, and in the best interest interests of, the Company and its Company’s stockholders, ; (b) declared it advisable to enter into this Agreement, (c) duly and validly authorized and approved the execution, delivery and performance of this Agreement by the Company; (c) declared that this Agreement is advisable; and (d) resolved to make the Company Recommendation. The execution and delivery of this Agreement by the Company and the consummation by the Company of this Agreement and the consummation Merger have been duly authorized by all necessary corporate action on the part of the TransactionsCompany, including and no other corporate proceedings on the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders part of the Company accept the Offer and tender their Shares are necessary to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of authorize this Agreement. The resolutions in the foregoing sentence (unlessAgreement other than, with respect to clause the Merger, the adoption of this Agreement by the holders of a majority of the then outstanding Company Shares (eif required under the DGCL) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parentand the filing of the appropriate merger documents as required by the DGCL. This Agreement has been duly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery of this Agreement by Xxxxxx Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. (a) The Company has the all requisite corporate power and authorityauthority to execute, deliver and (except for corporate actions expressly perform this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement to occur at future date) has taken all corporate action necessary, to execute and deliver and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and, except for obtaining the Stockholder Approval, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of two-thirds of the outstanding Shares entitled to vote to approve this Agreement (the “Stockholder Approval”) is the only vote of the holders of any of the Company’s capital stock necessary to approve this Agreement and the consummation of the Transactions, including the Offer Merger and the Mergerother transactions contemplated by this Agreement. (b) The Board of Directors of the Company (at a meeting duly called and held) has unanimously (i) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (dii) resolved that adopted, approved and declared advisable this Agreement, the Merger shall be effected under Section 251(h) and the other transactions contemplated by this Agreement in accordance with the requirements of the DGCL MBCA and other applicable Law, (eiii) resolved to recommend recommended that the stockholders of the Company accept the Offer approve this Agreement and tender their Shares to Purchaser pursuant directed such matter be submitted to the Offerconsideration and vote of the stockholders of the Company at the Stockholders’ Meeting and (iv) to the extent necessary, in each case on adopted a resolution having the terms effect of causing this Agreement, the Voting Agreements and the transactions contemplated by this Agreement and the Voting Agreements not to be subject to any Takeover Law or similar Law that might otherwise apply to the conditions Merger or any of the other transactions contemplated by this Agreement or the Voting Agreements (the “Company Board Recommendation”). None of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified. (c) The Company has provided Parent with a true and complete copy of the Quad Merger Agreement, including all schedules and exhibits thereto (other than schedules that qualify the representations and warranties of Quad/Graphics, Inc.). The Company has complied in all material respects with its obligations under the Quad Merger Agreement. The resolutions Quad Merger Agreement has been validly terminated pursuant to Section 8.1(f) thereof and the Company has paid the Termination Fee (as defined in the foregoing sentence Quad Merger Agreement) required to be paid thereunder (unless, with respect to clause the “Quad Termination Fee”). (ed) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, Company and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and, assuming due authorization, execution and delivery by Parent, Merger Sub and Merger LLC, is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. The Board of Directors of the Company has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are Merger is fair to, and in the best interest interests of, the Company and its stockholdersStockholders, (b) declared it advisable to enter into this Agreement, (c) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved the Merger and (c) recommended the approval of this Agreement and the Merger by the holders of Shares and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Company's Stockholders' Meeting (as defined in Section 4.3). The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions, including transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) part of the DGCL Company, and (e) resolved to recommend that no other corporate proceedings on the stockholders part of the Company accept the Offer and tender their Shares are necessary to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of authorize this Agreement. The resolutions in the foregoing sentence (unlessAgreement other than, with respect to clause (e) onlythe Merger, there has been the adoption of this Agreement by the holders of a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parentmajority of the then outstanding Shares and the filing and recordation of the appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement by Parent and Acquisition Sub, constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and which resolutions, subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlessSection 6.1, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentParent as of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following If the Offer Acceptance Time, assuming satisfaction Merger is consummated in accordance with Section 251(h) of the Minimum ConditionDGCL as contemplated hereby, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions, assuming the accuracy of the representations set forth in Section 4.8.

Authority; Binding Nature of Agreement. The Company has the all requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, authority to execute and deliver this Agreement and, subject in the case of the Merger to obtaining the Required Shareholder Vote, to consummate the transactions contemplated hereby and to perform its obligations under this Agreement and to consummate the Transactionshereunder. The Company Board of Directors has duly and unanimously adopted resolutions by which the Company Board has: (a) determined that this Agreement Agreement, the Offer and the TransactionsMerger are advisable and fair to and in the best interests of the Company and its shareholders; (b) adopted, approved and declared advisable this Agreement, the Tender Agreements and the transactions contemplated hereby and thereby, including the Offer and the Merger, are fair to, and in the best interest of, the Company authorized and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, Agreement; (dc) resolved recommended that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders shareholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the OfferOffer and, in each case to the extent required by applicable Law, approve and adopt this Agreement; and (d) directed that, to the extent required by applicable Law, this Agreement be submitted to the Company’s shareholders for approval at the Company Shareholders Meeting. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) have been duly authorized by all necessary corporate action on the terms part of the Company and subject no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the conditions consummation of this Agreement. The resolutions the transactions contemplated hereby (including the Offer and the Merger), other than in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parentcase of the Merger obtaining the Required Shareholder Vote. This Agreement has been duly executed and delivered by the CompanyCompany and, assuming the due and assuming due valid authorization, execution and delivery of this Agreement by Xxxxxx Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to: (i) Laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors; and (ii) rules of Law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Company has the corporate right, power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. The Board board of Directors has unanimously directors of the Company (at a meeting duly called and held) as of the date of this Agreement has: (a) unanimously determined that this Agreement and the Transactions, including the Offer and the Merger, are Merger is fair to, and in the best interest interests of, the Company and its stockholders, shareholders; (b) declared it advisable unanimously determined that considering the financial position of the Company and Merger Sub, no reasonable concern exists that the Surviving Corporation will be unable to enter into this Agreement, fulfill the obligations of the Company to its creditors; (c) unanimously authorized and approved the execution, delivery and performance of this Agreement by the Company of and unanimously approved this Agreement Agreement, the Merger and the consummation of the other Contemplated Transactions, including the Offer ; and the Merger, (d) resolved that unanimously recommended the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions approval of this Agreement. The resolutions , the Merger and the other Required Approval Transactions by the holders of Company Ordinary Shares and directed that this Agreement, the Merger and the other Required Approval Transactions be submitted for consideration by the Company’s shareholders at the Company Shareholders’ Meeting (as defined in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b5.2(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent). This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to: (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors; and (ii) rules of law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Subject to approval of the First Step Merger and adoption of this Agreement pursuant to the Company Stockholder Approval, the Company has the corporate absolute and unrestricted right, power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the Transactionstransactions contemplated by this Agreement. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and have been duly authorized by all necessary action on the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders part of the Company accept and the Offer Company Board and tender their Shares to Purchaser pursuant to the Offer, in each case no other corporate proceedings on the terms and subject part of the Company are necessary to authorize this Agreement or to consummate the conditions of this Agreement. The resolutions in the foregoing sentence transactions contemplated hereby (unlessother than, with respect to clause the First Step Merger, the Company Stockholder Approval, if and to the extent required by the applicable law, and the filing and recordation of the appropriate merger documents are required by the DGCL and the CCC). The only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement, the First Step Merger and the other transactions contemplated hereby is the affirmative vote of the holders of a majority of the Company Common Stock (e) only, there has been a the “Company Adverse Change Recommendation in compliance with Section 6.1(bStockholder Approval”)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly and validly executed and delivered by the Company, Company and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other equitable remedies. The Company, the Company Board and the Stockholders of the Company have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar laws of general applicability relating to anti-takeover statute or affecting creditors’ rightsregulation, and by general equitable principles. Following any anti-takeover provision in the Offer Acceptance Time, assuming satisfaction governing documents of the Minimum Condition, no vote Company will not be applicable to any of the Company’s stockholders , Parent, the Interim Surviving Corporation, the Surviving Entity, or to the execution, delivery of, or performance of the transactions contemplated by this Agreement, including the consummation of the Integrated Merger or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsother transactions contemplated hereby.

Authority; Binding Nature of Agreement. The Company (a) Each of Pi, and as of the Closing Date, Merger Sub Inc. and Merger Sub LLC has the all requisite corporate or limited liability company power and authorityauthority to enter into and to perform their obligations under this Agreement and, subject to the receipt of Pi Stockholder Approval, to consummate the Integrated Mergers and the other transactions contemplated hereby, including the Stock Issuance. The execution and delivery of this Agreement by Pi and the consummation by Pi, Merger Sub Inc. and Merger Sub LLC of the Integrated Mergers and of the other transactions contemplated by this Agreement, including the Stock Issuance, have been duly authorized by all necessary corporate action on the part of Pi, as of the Closing Date Merger Sub Inc. and Merger Sub LLC (except for corporate actions expressly other than, with respect to the Stock Issuance, the receipt of Pi Stockholder Approval). (b) The Pi Board has unanimously (i) determined that this Agreement, the Integrated Mergers and the other transactions contemplated by this Agreement to occur at future date) has taken all corporate action necessary, to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest interests of, and are advisable to, Pi and the Company and its stockholdersPi Stockholders, (bii) approved and declared it advisable to enter into this Agreement, the Integrated Mergers and the other transactions contemplated by this Agreement, and (iii) resolved to make the Pi Recommendation. Except in connection with a Pi Adverse Recommendation Change in accordance with Section 5.4, such resolutions of the Pi Board have not been rescinded, modified or withdrawn in any way. (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by Pi and, assuming the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement by Lambda, constitutes the legal, valid and binding obligation of the Company and is Pi, enforceable against the Company Pi in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Company has the all requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable authority to enter into this Agreement and, subject to the Shareholder Approval (if required by Applicable Law), to consummate the Merger and the other transactions contemplated by this Agreement, (c) approved the . The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the TransactionsMerger and the other transactions contemplated by this Agreement, including except for obtaining the Shareholder Approval (if required by Applicable Law), have been duly authorized by all necessary corporate action on the part of the Company. If required by Applicable Law, the affirmative vote of the holders of two-thirds of the outstanding Shares entitled to vote on the approval of this Agreement (the “Shareholder Approval”) is the only vote of the holders of any of the Company’s capital stock necessary for the consummation of the Merger. (b) The Board of Directors of the Company (at a meeting duly called and held) has: (i) determined that this Agreement and the Offer and the MergerMerger are in the best interests of the shareholders of the Company, (dii) resolved that adopted this Agreement and approved and declared advisable the Offer, the Merger shall be effected under Section 251(h) and the other transactions contemplated by this Agreement, in accordance with the requirements of the DGCL MBCA, and (eiii) resolved to recommend that acceptance of the stockholders Offer and, if necessary, approval of this Agreement by the shareholders of the Company accept (the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence “Company Board Recommendation”). (unless, with respect to clause (ec) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, Company and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and, assuming due authorization, execution and delivery by Parent and Purchaser, is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or applicable law affecting creditors’ rights, rights generally and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction principles of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsequity.

Authority; Binding Nature of Agreement. The Subject to obtaining the requisite approval of the Company's stockholders in accordance with the DGCL, the Company has the corporate absolute and unrestricted right, power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. The Board of Directors of the Company (at a meeting duly called and held) has unanimously (a) determined that this Agreement the Merger is advisable and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, interests of the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved the Merger, (c) recommended the adoption of this Agreement by the holders of Company Common Stock and directed that this Agreement and the consummation of Merger be submitted for consideration by the TransactionsCompany's stockholders at the Company Stockholders' Meeting (as defined in Section 5.2), including the Offer and the Merger, (d) resolved adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the Merger shall be effected under Section 251(h) or any of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of other transactions contemplated by this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation obligations of the Company and is Company, enforceable against the Company in accordance with its their terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating equitable remedies. Prior to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction execution of the Minimum ConditionCompany Stockholder Voting Agreements, no vote the Board of Directors of the Company approved the Company Stockholder Voting Agreements and the transactions contemplated thereby. As a result of the approval of this Agreement and the Merger by the Board of Directors of the Company’s stockholders , no state takeover statute or any holder of Shares is necessary similar Legal Requirement applies or purports to authorize or adopt apply to the Merger, this Agreement or to consummate any of the Transactionstransactions contemplated hereby.

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions, including the Merger, subject to the adoption of this Agreement by holders representing at least a majority of all outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”). Except for the Company Stockholder Approval, no other vote of the holders of any class or series of Company Common Stock or Company Preferred Stock is necessary pursuant to applicable Legal Requirement or the Company’s organizational documents to adopt this Agreement and consummate the Merger. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under governed by Section 251(h251(c) of the DGCL DGCL, upon the terms and subject to the conditions of this Agreement, and (e) resolved to recommend that the stockholders of the Company accept adopt this Agreement at any meeting of the Offer Company’s stockholders held for such purpose and tender their Shares to Purchaser pursuant to the Offer, in each case any adjournment or postponement thereof on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlesssentence, with respect subject to clause (e) onlySection 5.1, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentParent as of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Company has the all requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the Transactions. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the a legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company hereby represents that its Board of Directors, at a meeting duly called and held on or prior to the date hereof, has by unanimous vote (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable and are fair to and in the best interests of the Company and its stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger and the Stockholder Tender Agreements and the transactions contemplated thereby, which approval constitutes approval under Section 203 of the DGCL such enforcement may that the Offer, the Merger, this Agreement and the other transactions contemplated hereby, and the Stockholder Tender Agreements and the transactions contemplated thereby, are not and shall not be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws any of general applicability relating to or affecting creditors’ rightsthe restrictions on "business combinations" set forth in Section 203 of the DGCL, and by general equitable principles. Following (iii) resolved to recommend acceptance of the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of by the Company’s 's stockholders or any holder and approval and adoption of Shares is necessary to authorize or adopt this Agreement or by the Company's stockholders (the unanimous recommendations referred to consummate in this clause (iii) are collectively referred to in this Agreement as the Transactions"RECOMMENDATIONS").

Authority; Binding Nature of Agreement. The (a) Assuming the accuracy of Parent’s and Purchaser’s representation and warranty set forth in Section 4.7, the Company has the all requisite corporate power and authority, authority and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessarynecessary in order to execute, to execute and deliver and to perform its obligations under this Agreement and to consummate the TransactionsOffer, the Merger and the other transactions contemplated herein. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the TransactionsOffer, including the Offer Merger and the Mergerother transactions contemplated herein have been duly authorized by all necessary corporate action on the part of the Company. (b) The Board of Directors of the Company (the “Company Board”) (at a meeting duly called and held) has unanimously (i) determined that this Agreement and the Offer, the Merger and any other transaction contemplated herein are in the best interests of the Company’s stockholders, (dii) resolved that approved and declared advisable this Agreement, the Offer, the Merger shall be effected under Section 251(h) and the other transactions contemplated herein in accordance with the requirements of the DGCL and DGCL, (eiii) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, (iv) resolved that this Agreement and the Merger shall be governed by and effected under Section 251(h) of the DGCL and the Merger shall be consummated as soon as practicable following the Offer Acceptance Time and (v) to the extent necessary, adopted a resolution having the effect (assuming the accuracy of Parent’s and Purchaser’s representation and warranty set forth in each Section 4.7) of causing the Merger, this Agreement and the transactions contemplated by this Agreement not to be subject to (or, in the case on of Section 203 of the terms and DGCL, not to be subject to the conditions restrictions on business combinations contained in Section 203 of the DGCL) any state Takeover Law or similar Law that might otherwise apply to the Merger or any of the other transactions contemplated by this Agreement, which resolutions, as of the date of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently rescinded, modified or withdrawn or modified in a manner adverse to Parentany way. This Agreement has been duly executed and delivered by the Company, Company and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and, assuming due authorization, execution and delivery by Parent and Purchaser, is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (x) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (y) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute enter into and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Company Board of Directors (at a meeting duly called and held) has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair and advisable to, and in the best interest of, the Company and its stockholders, ; (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, ; (dc) resolved that this Agreement and the Merger shall be effected under subject to Section 251(h) of the DGCL DGCL; and (ed) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares shares to Purchaser Parent pursuant to the Offer, in each case on the terms and which resolutions, subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlessSection 6.1, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. The execution and delivery of this Agreement by the Company and, assuming the Merger is consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions contemplated hereby, including the Offer and the Merger, 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 are necessary to authorize this Agreement or to consummate the Transactions (other than the Company Board’s delivery of its recommendation to the Company’s stockholders as contemplated under clause (d) above and as required in accordance with Section 1.2(a), the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, the filing required by the HSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, and the submission of any filing required by the rules and regulations of the New York Stock Exchange). This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation obligations of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. (a) The Company has the all requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable authority to enter into this Agreement, (c) approved to perform its obligations hereunder and, subject to the Company Stockholder Approval, to consummate the Contemplated Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Contemplated Transactions, except for obtaining the Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding Shares voting to approve and adopt this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any of the Company’s capital stock necessary for the consummation of the Contemplated Transactions. (b) The Company Board (at a meeting duly called and held) has unanimously: (i) determined that this Agreement and the Contemplated Transactions, including the Offer Merger, upon the terms and subject to the conditions set forth herein, are in the best interests of the Company’s stockholders, (ii) approved and declared advisable this Agreement and the MergerContemplated Transactions in accordance with the requirements of the DGCL, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (eiii) resolved to recommend that the stockholders of the Company accept approve and adopt this Agreement at the Offer Company Stockholders’ Meeting (the “Company Board Recommendation”) and tender their Shares to Purchaser pursuant (iv) to the Offerextent necessary, in each case on adopted a resolution having the terms effect of causing the Merger, this Agreement and the Contemplated Transactions not to be subject to any Takeover Statute or similar Law that might otherwise apply to the conditions Merger or any of this Agreement. The resolutions in the foregoing sentence (unlessother Contemplated Transactions, with respect to clause (e) onlywhich actions have not, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not as of the date hereof, been subsequently withdrawn rescinded, modified or modified in a manner adverse to Parentwithdrawn. This Agreement has been duly executed and delivered by the Company, Company and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. The Company (a) Lambda has the all requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and and, subject to the receipt of Lambda Stockholder Approval, to consummate the TransactionsIntegrated Mergers and the other transactions contemplated hereby. The execution and delivery of this Agreement by Lambda and the consummation by Lambda of the Integrated Mergers and of the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Lambda (other than, with respect to the First Merger, the receipt of Lambda Stockholder Approval). (b) The Lambda Board of Directors has unanimously (ai) determined that this Agreement Agreement, the Integrated Mergers and the Transactions, including the Offer and the Merger, other transactions contemplated by this Agreement are fair to, and in the best interest interests of, and are advisable to, Lambda and the Company and its stockholdersLambda Stockholders, (bii) approved and declared it advisable to enter into this Agreement, the Integrated Mergers and the other transactions contemplated by this Agreement, (ciii) approved and declared advisable the executionPi Support Agreement, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (eiv) resolved to recommend that make the stockholders Lambda Recommendation. Except in connection with a Lambda Adverse Recommendation Change in accordance with Section 5.4, such resolutions of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) Lambda Board have not been subsequently rescinded, modified or withdrawn or modified in a manner adverse to Parent. any way. (c) This Agreement has been duly executed and delivered by Lambda and, assuming the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement by Pi, constitutes the legal, valid and binding obligation of the Company and is Lambda, enforceable against the Company Lambda in accordance with its terms, except as such enforcement may be subject to (i) Laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of Law governing specific performance, fraudulent transferinjunctive relief, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rightsequitable remedies (collectively (i) and (ii), and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions“Enforceability Exceptions”).

Authority; Binding Nature of Agreement. The Company has the corporate power and authorityauthority to execute and deliver, and (except for corporate actions expressly contemplated by to perform its obligations under, this Agreement and to occur consummate the Transactions, including the Merger, subject to the adoption of this Agreement by holders of at future date) least a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”). The Company has taken all corporate action necessary, and no other corporate actions or proceedings on the part of the Company or vote of the Company’s stockholders is necessary to execute and deliver and to perform its obligations under this Agreement and to consummate authorize the consummation of the Transactions, other than, in the case of the Merger, the Company Stockholder Approval. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under governed by Section 251(h251(c) of the DGCL DGCL, upon the terms and subject to the conditions set forth in this Agreement, and (e) resolved to recommend that the stockholders of the Company accept adopt this Agreement at any meeting of the Offer Company’s stockholders held for such purpose and tender their Shares to Purchaser pursuant to the Offer, in each case any adjournment or postponement thereof on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlesssentence, with respect subject to clause (e) only, there has been the Board of Directors effecting a Company Adverse Change Recommendation in compliance accordance with Section 6.1(b)) 5.1, have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx Guarantor, Parent and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. (a) The Company has the all requisite corporate power and authorityauthority to execute, deliver and (except for corporate actions expressly perform this Agreement and, subject to the Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement to occur at future date) has taken all corporate action necessary, to execute and deliver and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and, except for obtaining the Stockholder Approval, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of two-thirds of the outstanding Shares entitled to vote to approve this Agreement (the “Stockholder Approval”) is the only vote of the holders of any of the Company’s capital stock necessary to approve this Agreement and the consummation of the Transactions, including the Offer Merger and the Mergerother transactions contemplated by this Agreement. (b) The Board of Directors of the Company (at a meeting duly called and held) has unanimously (i) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (dii) resolved that adopted, approved and declared advisable this Agreement, the Merger shall be effected under Section 251(h) and the other transactions contemplated by this Agreement in accordance with the requirements of the DGCL MBCA and other applicable Law, (eiii) resolved to recommend recommended that the stockholders of the Company accept the Offer approve this Agreement and tender their Shares to Purchaser pursuant directed such matter be submitted to the Offerconsideration and vote of the stockholders of the Company at the Stockholders’ Meeting and (iv) to the extent necessary, in each case on adopted a resolution having the terms effect of causing this Agreement, the Voting Agreements and the transactions contemplated by this Agreement and the Voting Agreements not to be subject to any Takeover Law or similar Law that might otherwise apply to the conditions Merger or any of the other transactions contemplated by this AgreementAgreement or the Voting Agreements (the “Company Board Recommendation”). The resolutions in None of the foregoing sentence (unless, with respect to clause (e) only, there aforesaid actions by the Board of Directors of the Company has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)amended, rescinded or modified. (c) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, Company and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and, assuming due authorization, execution and delivery by Parent, Merger Sub and Merger LLC, is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute enter into and deliver and to perform its obligations under this Agreement and and, subject to obtaining the Required Company Stockholder Vote, if necessary under any applicable Legal Requirements, to consummate the Transactions. The Board of Directors of the Company (at a meeting duly called and held) has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair advisable to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (ec) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares shares to Purchaser Parent pursuant to the OfferOffer and, in each case on if applicable, approve the terms adoption of this Agreement and the Merger, (d) authorized and approved the Top-Up Option and the issuance of the Top-Up Shares, which resolutions, subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlessSection 6.1, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentParent and (e) to the extent necessary, adopted a resolution having the effect of causing the Merger, this Agreement and the Transactions, including the exercise of the Top-Up Option, not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the Merger or any of the other Transactions. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation obligations of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. (a) The Company has the all requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and and, subject to the receipt of the Company Stockholder Approval, to consummate the TransactionsMergers and the other transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Mergers and of the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company (other than, with respect to the Mergers, the receipt of the Company Stockholder Approval). (b) The Company Board of Directors has unanimously (ai) determined that this Agreement Agreement, the Mergers and the Transactions, including the Offer and the Merger, other transactions contemplated by this Agreement are fair to, and in the best interest interests of, and are advisable to, the Company and its stockholdersthe Company Stockholders, (bii) approved and declared it advisable to enter into this Agreement, the Mergers and the other transactions contemplated by this Agreement and (iii) resolved to make the Company Recommendation. Except in connection with a Company Adverse Recommendation Change in accordance with Section 5.4, such resolutions of the Company Board have not been rescinded, modified or withdrawn in any way. (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement by the Parent Parties, constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) Laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of Law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rightsequitable remedies (collectively clauses (i) and (ii), and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions“Enforceability Exceptions”).

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. The Board of Directors of the Company (at a meeting duly called and held) has unanimously (a) unanimously determined that this Agreement and the Transactionstransactions contemplated hereby, including the Offer and the Merger, are advisable and fair to, to and in the best interest of, interests of the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) unanimously authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including the Offer and the MergerMerger and the Stockholder Tender Agreements and the transactions contemplated thereby, (d) resolved that the Merger shall be effected which approval constitutes approval under Section 251(h) 203 of the DGCL such that the Offer, the Merger, this Agreement and the other transactions contemplated hereby, and the Stockholder Tender Agreements and the transactions contemplated thereby, are not and shall not be subject to any of the restrictions on "business combinations" set forth in Section 203 of the DGCL, subject to the accuracy of Parent's representation set forth in the third sentence of Section 4.16 hereof, and (ec) resolved to recommend that unanimously recommended acceptance of the stockholders Offer by the holders of the Company accept Common Stock and the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions adoption of this Agreement. The resolutions Agreement by the holders of Company Common Stock (the unanimous recommendations referred to in the foregoing sentence (unless, with respect to this clause (ec) only, there has been a Company Adverse Change Recommendation are collectively referred to in compliance with Section 6.1(bthis Agreement as the "RECOMMENDATIONS")) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. (a) The Company has the all requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. The Company Board of Directors has duly and unanimously adopted resolutions by which the Company Board has: (ai) determined that the transactions contemplated by this Agreement and the TransactionsAgreement, including the Offer and the Merger, are advisable, fair to, to and in the best interest of, interests of the Company and its stockholders, ; (bii) declared it advisable to enter into this Agreement, (c) authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation of the TransactionsAgreement, including the Offer and the Merger, Merger on the terms and subject to the conditions set forth herein; (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (eiii) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares shares to Purchaser pursuant to the Offer, in each case on ; and (iv) authorized that the terms Merger be effected pursuant to Section 251(h) of the DGCL and subject to effected as soon as practicable following the conditions consummation of this Agreementthe Offer. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming Assuming due authorization, execution and delivery by Xxxxxx Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to: (A) Laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors; and (B) rules of Law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following remedies. (b) Assuming the Offer Acceptance Time, assuming satisfaction accuracy of the Minimum Conditionrepresentations and warranties of Purchaser and Parent in Section 4.11, no vote Section 203 of the Company’s stockholders or any holder of Shares DGCL is necessary not applicable to authorize or adopt this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to consummate this Agreement and the Transactionstransactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. The Company (a) East has the all requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and and, subject to the receipt of East Stockholder Approval, to consummate the TransactionsMerger and the other transactions contemplated hereby. The execution and delivery of this Agreement by East and the consummation by East of the Merger and of the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of East (other than, with respect to the Merger, the receipt of East Stockholder Approval). (b) The East Board of Directors has unanimously (ai) determined that this Agreement Agreement, the Merger and the Transactions, including the Offer and the Merger, other transactions contemplated by this Agreement are fair to, and in the best interest interests of, and are advisable to, East and the Company and its stockholdersEast Stockholders, (bii) approved and declared it advisable to enter into this Agreement, the Merger and the other transactions contemplated by this Agreement, (ciii) approved and declared advisable the execution, delivery and performance by the Company of this Support Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL transactions contemplated thereby and (eiv) resolved to recommend that make the stockholders East Recommendation. Except in connection with an East Adverse Recommendation Change in accordance with Section 5.4, such resolutions of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) East Board have not been subsequently rescinded, modified or withdrawn or modified in a manner adverse to Parent. any way. (c) This Agreement has been duly executed and delivered by East and, assuming the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement by Central and Merger Sub, constitutes the legal, valid and binding obligation of the Company and is East, enforceable against the Company East in accordance with its terms, except as such enforcement may be subject to (i) Laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of Law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rightsequitable remedies (collectively (i) and (ii), and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions“Enforceability Exceptions”).

Authority; Binding Nature of Agreement. (a) The Company has the corporate power and authority, authority and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessarynecessary in order to execute, to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Board of Directors has unanimously (a) determined that this Agreement Offer, the Merger and the Transactions, including the Offer other transactions contemplated herein and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the TransactionsOffer, including the Offer Merger and the Mergerother transactions contemplated herein have been duly authorized by all necessary corporate action on the part of the Company. (b) The Board of Directors of the Company (at a meeting duly called and held) has unanimously (i) determined that this Agreement and the Offer, the Merger and any other transaction contemplated herein are in the best interests of the Company’s stockholders, (dii) resolved that approved and declared advisable this Agreement, the Offer, the Merger shall be effected under Section 251(h) and the other transactions contemplated herein in accordance with the requirements of the DGCL and DGCL, (eiii) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on (iv) resolving that this Agreement and the terms Merger shall be governed by and effected under Section 251(h) of the DGCL and the Merger shall be consummated as soon as practicable following Offer Acceptance Time and (v) to the extent necessary, adopted a resolution having the effect of causing the Merger, this Agreement, the Support Agreements and the transactions contemplated by this Agreement and the Support Agreements not to be subject to any state Takeover Law or similar Law that might otherwise apply to the conditions Merger or any of the other transactions contemplated by this Agreement, which resolutions, as of the date of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently rescinded, modified or withdrawn or modified in a manner adverse to Parentany way. This Agreement has been duly executed and delivered by the Company, Company and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and, assuming due authorization, execution and delivery by Parent and Purchaser, is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (x) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (y) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and and, subject to receipt of the Required Company Stockholder Vote, to consummate the TransactionsMerger. The On or prior to the date hereof, the Company Board of Directors has unanimously unanimously: (a) determined that this Agreement duly and the Transactions, including the Offer validly authorized and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the TransactionsMerger by the Company; (b) determined that the Merger is fair to and in the best interests of the Company and its stockholders; (c) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Offer Merger; and the Merger, (d) resolved subject to the terms and conditions hereof, directed that the Merger shall this Agreement be effected under Section 251(h) submitted to a vote of the DGCL and (e) resolved to recommend Company’s stockholders, recommended that the stockholders of the Company accept adopt this Agreement (the Offer “Company Board Recommendation”), and tender their Shares resolved to Purchaser pursuant include the Company Board Recommendation in the Joint Proxy Statement/Prospectus, subject to Section 4.2. The execution and delivery of this Agreement by the Offer, in each case Company and the consummation by the Company of the Merger and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the terms part of the Company, and subject no other corporate proceedings on the part of the Company are necessary to the conditions of authorize this Agreement. The resolutions in the foregoing sentence (unlessAgreement other than, with respect to clause (e) onlythe Merger, there has been a the receipt of the Required Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentStockholder Vote and the filing of the Certificate of Merger as required by the DGCL. This Agreement has been duly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement on behalf of Parent and Acquisition Sub, constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to: (i) laws of general application relating to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability relating to laws, now or hereafter in effect, affecting creditors’ rightsrights generally; and (ii) rules of law governing specific performance, injunctive relief and by general other equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and and, subject to the adoption of this Agreement by the holders of at least a majority in combined voting power of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”), to consummate the Transactions. The Company Board of Directors has unanimously (a) determined that approved and declared advisable this Agreement and the Transactions, including the Offer and the Merger, are fair to, and (b) determined that the Merger is in the best interest of, interests of the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of directed that this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved submitted to recommend that the stockholders of the Company accept for adoption and (d) recommended that the Offer and tender their Shares to Purchaser pursuant to Company’s stockholders vote in favor of the Offer, in each case on adoption of this Agreement (the terms and subject to “Company Board Recommendation”). As of the conditions date of this Agreement, the Company Board Recommendation has not been rescinded, modified or withdrawn. The resolutions in execution and delivery of this Agreement by the foregoing sentence (unlessCompany and the consummation by the Company of the Merger 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 are necessary to authorize this Agreement other than, with respect to clause (e) onlyconsummation of the Merger, there has been obtaining the Company Stockholder Approval and the filing of a Company Adverse Change Recommendation in compliance certificate of merger with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse respect to Parentthe Merger with the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement on behalf of Parent and Merger Sub, constitutes the legalvalid, valid legal and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the TransactionsEquity Exception.

Authority; Binding Nature of Agreement. (a) The Company has the all requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and and, subject to the receipt of the Company Stockholder Approval, to consummate the TransactionsMerger and the other transactions contemplated hereby. 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 have been duly authorized by all necessary corporate action on the part of the Company (other than, with respect to the Merger, the receipt of the Company Stockholder Approval). (b) The Company Board of Directors has unanimously (ai) determined that this Agreement Agreement, the Merger and the Transactions, including the Offer and the Merger, other transactions contemplated by this Agreement are fair to, and in the best interest interests of, and are advisable to, the Company and its stockholdersthe Company Stockholders, (bii) approved and declared it advisable to enter into this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) resolved to make the Company Recommendation. Except in connection with a Company Adverse Recommendation Change in accordance with Section 5.4, such resolutions of the Company Board have not been rescinded, modified or withdrawn in any way. (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement by the Parent Parties, constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) Laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of Law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rightsequitable remedies (collectively (i) and (ii), and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions“Enforceability Exceptions”).

Authority; Binding Nature of Agreement. (a) The Company has the corporate requisite real estate investment trust power and authorityauthority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Company Common Shares entitled to vote on the matter at the Company Shareholders Meeting to approve this Agreement (the “Company Shareholder Approval”), to consummate the Transactions. The Company Board has duly adopted resolutions (i) approving and declaring advisable this Agreement and the Mergers and the other Transactions, (ii) approving the execution, delivery and performance of this Agreement and, subject to obtaining the Company Shareholder Approval, the consummation by the Company of the Transactions, including the Company Merger, (iii) directing that, subject to the terms and conditions of this Agreement, the Company Merger be submitted to the shareholders of the Company for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Company Merger by the shareholders of the Company (the “Company Board Recommendation”), which resolutions, except for corporate actions expressly contemplated by as permitted under Section 5.2, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent. The execution and delivery of this Agreement to occur at future date) has taken by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary trust or corporate action necessaryon the part of the Company, and no other trust or corporate proceedings on the part of the Company are necessary to execute authorize the execution, delivery and deliver performance by the Company of this Agreement other than, with respect to consummation of the Company Merger, obtaining the Company Shareholder Approval. This Agreement has been duly executed and delivered on behalf of the Company Parties and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Parent Parties, constitutes the valid and binding obligation of the Company Parties, enforceable against the Company Parties in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Operating Partnership has the requisite power and authority to enter into and to perform its obligations under this Agreement and to consummate the Transactions. The Board Company, as the general partner of Directors the Operating Partnership, has unanimously (ai) determined that this Agreement and the Transactions, including the Offer and the Merger, Transactions are fair to, and in the best interest interests of, the Company Operating Partnership and its stockholderslimited partners, (bii) declared it advisable to enter into that this AgreementAgreement is advisable, and (ciii) authorized and approved the execution, delivery and performance by the Company of this Agreement by the Operating Partnership. The execution and delivery of this Agreement by the Operating Partnership and the consummation by the Operating Partnership of the Transactions, including Transactions have been duly authorized by all necessary action on the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) part of the DGCL Operating Partnership, and (e) resolved to recommend that no other proceedings on the stockholders part of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is Operating Partnership are necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. (a) The Company has the requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and and, subject to the adoption of this Agreement by the holders of at least a two-thirds majority in combined voting power of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”), to consummate the Transactions. The Company Board of Directors has unanimously duly adopted resolutions (a) determined that approving and declaring advisable this Agreement and the Transactions, including the Offer and the Company Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved approving the execution, delivery and performance of this Agreement and, subject to obtaining the Company Stockholder Approval, the consummation by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Company Merger, (dc) resolved that directed that, subject to the terms and conditions of this Agreement, the Company Merger shall be effected under Section 251(h) of the DGCL and (e) resolved submitted to recommend that the stockholders of the Company accept the Offer for their approval and tender their Shares (d) resolved to, subject to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in , recommend the foregoing sentence approval of the Company Merger by the stockholders of the Company (unlessthe “Board Recommendation”), with respect to clause (e) onlywhich resolutions, there has been a Company Adverse Change Recommendation in compliance with except as permitted under Section 6.1(b)) 6.2, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Company Merger 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 are necessary to authorize the execution, delivery or performance by the Company of this Agreement other than, with respect to consummation of the Company Merger, obtaining the Company Stockholder Approval. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Parent Parties, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The Operating Partnership has all necessary limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions, including the Partnership Merger. The execution, delivery and performance by the Operating Partnership of this Agreement, and the consummation by it of the Transactions, including the Partnership Merger, have been duly and validly authorized by the Company in its capacity as the sole general partner of the Operating Partnership and no other limited partnership action on the part of the Operating Partnership, pursuant to the DRULPA or otherwise, is necessary to authorize the execution and delivery by the Operating Partnership of this Agreement, and the consummation by it of the Partnership Merger and other Transactions. This Agreement has been duly executed and delivered by the CompanyOperating Partnership and, and and, assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement on behalf of the Parent Parties, constitutes the legal, valid and binding obligation of the Company and is Operating Partnership, enforceable against the Company it in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Company has the all corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Except for the filing of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate actions or proceedings on the part of the Company are necessary to authorize the execution and delivery of and performance under this Agreement and the consummation of the Transactions. Prior to the date of this Agreement, at a meeting duly called, convened and held in accordance with the certificate of incorporation and bylaws of the Company, the Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement Agreement, the Support Agreements and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under pursuant to Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser Parent or Purchaser, as applicable, pursuant to the Offer, Offer and to include the Company Board Recommendation in each case on the terms Schedule 14D-9 when filed with the SEC and subject disseminated to the conditions of this AgreementCompany’s stockholders. The resolutions in the foregoing sentence (unlesssentence, with respect subject to clause (e) onlySection 6.1, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parentas of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares Shares, Company Preferred Stock, Company Warrants, Company Options or any other securities of the Company, is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Company has the corporate absolute and unrestricted right, power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. The Board board of Directors directors of the Company (at a meeting duly called and held) has unanimously (a) determined that unanimously approved this Agreement and the Transactions, including the Offer and the Merger, are fair to, declared that it is advisable and in the best interest of, interests of the Company and its Company's stockholders, (b) declared it advisable to enter into this Agreement, (c) unanimously authorized and approved the execution, delivery and performance of this Agreement by the Company, (c) unanimously recommended the adoption of this Agreement by the holders of Company of Common Stock and directed that this Agreement and the consummation of Merger be submitted for adoption by the TransactionsCompany's stockholders at the Company Stockholders' Meeting (as defined in Section 5.2), including the Offer and the Merger, (d) resolved to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the Merger shall be effected under Section 251(h) Combination or any of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of other transactions contemplated by this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation obligations of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating equitable remedies. Prior to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction execution of the Minimum ConditionCompany Stockholder Voting Agreements, no vote the Board of Directors of the Company’s stockholders Company approved the Company Stockholder Voting Agreements and the transactions contemplated thereby. No state takeover statute or any holder of Shares is necessary similar Legal Requirement applies or purports to authorize or adopt apply to the Combination, this Agreement or to consummate any of the Transactionstransactions contemplated hereby.

Authority; Binding Nature of Agreement. The Company has the all requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Except for the filing of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, at a meeting duly called and held, the Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, ; (b) declared it advisable to enter into this Agreement, ; (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, ; (d) resolved that the Merger shall may be effected under pursuant to Section 251(h) of the DGCL DGCL; and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser Parent or Purchaser, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in each case on the terms and Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlessSection 6.1, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently amended, withdrawn or modified in a manner adverse to Parentas of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following If the Offer Acceptance Time, assuming satisfaction Merger is consummated in accordance with Section 251(h) of the Minimum ConditionDGCL as contemplated hereby, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL and assuming the accuracy of Parent’s and Purchaser’s representation and warranty set forth in Section 4.8, the Company has the corporate power and authority, authority and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessarynecessary in order to execute, to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Board of Directors of the Company (at a meeting duly called and held) has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, Transactions are fair to, advisable and in the best interest of, interests of the Company and its stockholders, (b) approved and declared it advisable to enter into this Agreement, the Offer, the Merger and the other Transactions in accordance with the requirements of the DGCL, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the OfferOffer and (d) to the extent necessary, in each case on adopted a resolution having the terms effect of causing the Merger, this Agreement and the transactions contemplated by this Agreement not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the conditions Merger or any of the other transactions contemplated by this Agreement. Except in compliance with Sections 1.2(c) and 5.4 of this Agreement. The resolutions in , none of the foregoing sentence (unlessresolutions by the Board of Directors of the Company have been amended, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn rescinded or modified in a manner adverse to Parentmodified. This Agreement has been duly executed and delivered by the Company, Company and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and assuming due authorization, execution and delivery by Parent and Purchaser, is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. (a) The Company has the corporate requisite real estate investment trust power and authorityauthority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Company Common Shares entitled to vote on the matter at the Shareholders Meeting to approve this Agreement (the “Company Shareholder Approval”), to consummate the Transactions. The Company Board has duly adopted resolutions unanimously (i) approving and declaring advisable this Agreement and the Mergers and the other Transactions, (ii) approving the execution, delivery and performance of this Agreement and, subject to obtaining the Company Shareholder Approval, the consummation by the Company of the Transactions, including the Company Merger, (iii) directing that, subject to the terms and conditions of this Agreement, the Company Merger be submitted to the shareholders of the Company for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Company Merger by the shareholders of the Company (the “Company Board Recommendation”), which resolutions, except for corporate actions expressly contemplated by as permitted under Section 5.2, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent. The execution and delivery of this Agreement to occur at future date) has taken by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action necessaryon the part of the Company, and no other corporate proceedings on the part of the Company are necessary to execute authorize the execution, delivery and deliver performance by the Company of this Agreement other than, with respect to consummation of the Company Merger, obtaining the Company Shareholder Approval. This Agreement has been duly executed and delivered on behalf of the Company Parties and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Parent Parties, constitutes the valid and binding obligation of the Company, enforceable against the Company Parties in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Operating Partnership has the requisite power and authority to enter into and to perform its obligations under this Agreement and to consummate the Transactions. The Board Company, as the general partner of Directors the Operating Partnership, has unanimously (ai) determined that this Agreement and the Transactions, including the Offer and the Merger, Transactions are fair to, and in the best interest interests of, the Company Operating Partnership and its stockholderslimited partners, (bii) declared it advisable to enter into that this AgreementAgreement is advisable, and (ciii) authorized and approved the execution, delivery and performance by the Company of this Agreement by the Operating Partnership. The execution and delivery of this Agreement by the Operating Partnership and the consummation by the Operating Partnership of the Transactions, including Transactions have been duly authorized by all necessary action on the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) part of the DGCL Operating Partnership, and (e) resolved to recommend that no other proceedings on the stockholders part of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is Operating Partnership are necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. (a) The Company has the corporate all necessary right, power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and under each other agreement, document or instrument referred to consummate the Transactions. The Board of Directors has unanimously (a) determined that in or contemplated by this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, to which the Company is or will be a party; and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and of each such other agreement, document and instrument have been duly authorized by all necessary action on the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders part of the Company accept and its board of directors and, assuming the Offer and tender their Shares to Purchaser pursuant Required Merger Stockholder Votes are obtained as contemplated by this Agreement prior to the OfferEffective Time, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parentits stockholders. This Agreement has been duly executed and delivered each other agreement, document and instrument referred to in or contemplated by this Agreement to which the CompanyCompany is a party, and assuming the due authorization, execution and delivery by Xxxxxx the other parties hereto and Purchaserthereto, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The Company’s board of directors has: (i) unanimously determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders; (ii) unanimously recommended the adoption of this Agreement by the holders of Company Capital Stock and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders; and (iii) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other any state takeover law or similar laws of general applicability relating Legal Requirement that might otherwise apply to the Merger or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction any of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt other transactions contemplated by this Agreement or to consummate the TransactionsAgreement.

Authority; Binding Nature of Agreement. The Company Seller Member has the corporate right, power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and under each other agreement, document or instrument referred to consummate in or contemplated by this Agreement to which the TransactionsSeller Member is or will be a party. The Board of Directors has unanimously (a) determined that this Agreement execution and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including transactions contemplated thereunder have been duly and validly approved by the Offer Seller Member’s board of directors (the “Seller’s Board”) and the Merger, (d) resolved managers of the Company. The Seller’s Board has determined that the Merger shall be effected under Section 251(h) sale of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant Acquired Units to the OfferPurchaser, in each case on the terms and subject conditions set forth in this Agreement, is advisable and in the best interests of the Seller Member and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the conditions Seller Member’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement. The resolutions in Agreement by the foregoing sentence affirmative vote of the holders of a majority of the outstanding shares of the Seller Member’s common stock, excluding the Xxxxxxx Shares, the Xxxxxxx Shares, the Shay Shares, and the Xxxxx Shares, and the LuckFound Shares (unlesseach as defined below) (the “Shareholder Approval”), with respect no other corporate proceedings on the part of the Seller Member necessary to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn approve this Agreement or modified in a manner adverse to Parentconsummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, Seller Member and (assuming due authorization, execution and delivery by Xxxxxx and the Purchaser, this Agreement ) constitutes the legal, a valid and binding obligation of the Company and is Seller Member, enforceable against the Company Seller Member in accordance with its terms, except as such enforcement may be subject to: (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors; and (ii) rules of law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. The Company Board of Directors has unanimously unanimously: (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are is fair to, and in the best interest interests of, the Company and its Company’s stockholders, ; (b) declared it advisable to enter into this Agreement, (c) authorized and approved the execution, delivery and performance of this Agreement by the Company; (c) declared that this Agreement is advisable; (d) resolved to make the Company Board Recommendation; and (e) elected to enter into this Agreement and consummate the transactions contemplated hereby pursuant to Section 251(h) of DGCL. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger 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 are necessary to authorize this Agreement and the consummation of the Transactionsother than, including the Offer and with respect to the Merger, the tendering of Company Shares representing such percentage of Company Shares (dand each class and series thereof) resolved that the Merger shall be effected under that, absent Section 251(h) of the DGCL DGCL, would be required to adopt and (e) resolved to recommend that approve this Agreement and the stockholders filing of the Company accept appropriate merger documents as required by the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentDGCL. This Agreement has been duly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement on behalf of Parent and Acquisition Sub, constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Company has the all requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute enter into and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and assuming that the Merger is consummated in accordance with Section 251(h) of the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Transactions (subject, in case of the Merger, to the filing and recordation of appropriate merger documents as required by the DGCL). The Company Board (at a meeting duly called and held) acting upon the unanimous recommendation of Directors the Company Special Committee, has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair fair, advisable to, and in the best interest of, the Company and its stockholders, (b) declared it approved and deemed advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, in accordance with the DGCL, (dc) resolved agreed that the Merger Agreement shall be effected under subject to Section 251(h) of the DGCL and (ed) resolved to recommend recommended that the stockholders of the Company accept the Offer and tender their Shares shares to Purchaser Parent pursuant to the Offer, in each case on the terms and which resolutions, subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlessSection 6.1, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parentmodified. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation obligations of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The (a) Assuming the accuracy of Parent’s and Purchaser’s representation and warranty set forth in Section 4.7, the Company has the corporate power and authority, authority and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessarynecessary in order to execute, to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Board of Directors has unanimously (a) determined that this Agreement Offer, the Merger and the Transactions, including the Offer other transactions contemplated herein and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the TransactionsOffer, including the Offer Merger and the Mergerother transactions contemplated herein have been duly authorized by all necessary corporate action on the part of the Company. (b) The Board of Directors of the Company (at a meeting duly called and held) has unanimously (i) determined that this Agreement and the Offer, the Merger and any other transaction contemplated herein are in the best interests of the Company’s stockholders, (dii) resolved that approved and declared advisable this Agreement, the Offer, the Merger shall be effected under Section 251(h) and the other transactions contemplated herein in accordance with the requirements of the DGCL and DGCL, (eiii) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, (iv) resolved that this Agreement and the Merger shall be governed by and effected under Section 251(h) of the DGCL and the Merger shall be consummated as soon as practicable following Offer Acceptance Time and (v) to the extent necessary, adopted a resolution having the effect of causing the Merger, this Agreement, the Support Agreements and the transactions contemplated by this Agreement and the Support Agreements not to be subject to (or, in each the case on of Section 203 of the terms and DGCL, not to be subject to the conditions restrictions on business combinations contained in Section 203 of the DGCL) any state Takeover Law or similar Law that might otherwise apply to the Merger or any of the other transactions contemplated by this Agreement, which resolutions, as of the date of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently rescinded, modified or withdrawn or modified in a manner adverse to Parentany way. This Agreement has been duly executed and delivered by the Company, Company and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and, assuming due authorization, execution and delivery by Parent and Purchaser, is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (x) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (y) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Each Acquired Company has the all necessary corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and the Ancillary Agreements to consummate which it is a party. The execution and delivery by the TransactionsCompany of this Agreement and the Ancillary Agreements to which it is a party and, subject to the Required Company Stockholder Vote, which is the only approval required from the Company Stockholders, the performance by the Company of this Agreement and the Ancillary Agreements 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 by all necessary corporate and other action on the part of the Company. The Board of Directors of the Company (at a meeting duly called and held) has unanimously (a) determined that this Agreement the Merger is advisable and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, interests of the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved the Merger, and (c) recommended the adoption of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of by the Company accept Stockholders and directed that this Agreement be submitted for consideration by the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentStockholders by written consent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Company has the all requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Except for the filing of the certificate of merger with the Secretary of State of the State of New York, no other corporate actions or proceedings on the part of the Company are necessary to authorize the execution and delivery of and performance under this Agreement and the consummation of the Transactions. Prior to the date of this Agreement, at a meeting duly called, convened and held in accordance with the certificate of incorporation and bylaws of the Company, the Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer Offer, the Merger and the MergerTop-Up Option, are fair to, and in the best interest of, the Company and its stockholdersshareholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer Offer, the Merger and the MergerTop-Up Option, (d) resolved that the Merger shall be effected under pursuant to Section 251(h) 905 of the DGCL NYBCL and (e) resolved to recommend that the stockholders shareholders of the Company accept the Offer and tender their Shares to Purchaser Parent or Merger Sub, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in each case on the terms Schedule 14D-9 when filed with the SEC and disseminated to the Company’s shareholders, which resolutions, subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlessSection 6.1, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently amended, withdrawn or modified in a manner adverse to Parentas of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following If the Offer Acceptance Time, assuming satisfaction Merger is consummated in accordance with Section 905 of the Minimum ConditionNYBCL as contemplated hereby, no vote of the Company’s stockholders shareholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and which resolutions, subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlessSection 6.01, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentParent as of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following If the Offer Acceptance Time, assuming satisfaction Merger is consummated in accordance with Section 251(h) of the Minimum ConditionDGCL as contemplated hereby, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions, assuming the accuracy of the representations set forth in Section 4.08.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and Agreement. On or prior to consummate the Transactions. The Board date hereof, the board of Directors directors of the Company has unanimously (a) determined that this Agreement the Merger and the Transactionsother transactions contemplated by this Agreement, including on the Offer terms and subject to the Mergerconditions set forth in this Agreement, are fair to, and in the best interest interests of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) authorized and approved the execution, delivery and performance of this Agreement by the Company of and the transactions contemplated by this Agreement, (c) declared that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable, and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) duly resolved to recommend that the stockholders of the Company accept adopt this Agreement (the Offer determinations, authorizations, approvals, declarations and tender their Shares to Purchaser pursuant to recommendations described in this sentence, the Offer“Company Board Recommendation”), in each case on the terms and which resolutions, subject to the conditions right of the Company’s board of directors to effect a Recommendation Change pursuant to Section 4.2(e), have not been withdrawn or modified in any manner adverse to Parent. The execution and delivery of this Agreement. The resolutions in Agreement by the foregoing sentence (unlessCompany and the consummation by the Company of the Merger 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 are necessary to authorize this Agreement other than, with respect to clause (e) onlythe Merger, there has been a the calling of the Company Adverse Change Recommendation in compliance with Stockholder Meeting as contemplated by Section 6.1(b4.3(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent, the receipt of the Company Stockholder Approval and the filing of 15 the Certificate of Merger as required by the DGCL. This Agreement has been duly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement on behalf of Parent and Acquisition Sub, constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Company has the all requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. The Company Board of Directors has duly and unanimously adopted resolutions by which the Company Board has: (ai) determined that the transactions contemplated by this Agreement and the TransactionsAgreement, including the Offer and the Merger, are advisable, fair to, to and in the best interest of, interests of the Company and its stockholders, ; (bii) declared it advisable to enter into this Agreement, (c) authorized and approved the execution, delivery and performance by the Company of this Agreement and Agreement, the consummation of the TransactionsTender Agreements, including the Offer and the Merger, Merger on the terms and subject to the conditions set forth herein; (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (eiii) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares shares of Company Common Stock to Purchaser pursuant to the Offer, in each case on ; and (iv) authorized that the terms Merger be effected under Section 251(h) of the DGCL and subject to consummated as soon as practicable following the conditions consummation of this Agreementthe Offer. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming Assuming due authorization, execution and delivery by Xxxxxx Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to: (A) Laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors; and (B) rules of Law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws equitable remedies. Assuming the accuracy of general applicability relating the representations set forth in Section 4.10, the Company Board has taken appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction as a result of the Minimum Conditionexecution, no vote delivery or performance of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or the consummation of the transactions contemplated hereby, including the Merger, without any further action on the part of the stockholders or the Company Board. There are no “fair price,” “moratorium,” “control share acquisition” or other anti-takeover Laws applicable to consummate this Agreement or the TransactionsMerger.

Authority; Binding Nature of Agreement. The Company has the all requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Except for the filing of the Washington Articles of Xxxxxx with the Secretary of State of the State of Washington, no other corporate actions or proceedings on the part of the Company are necessary to authorize the execution and delivery of and performance under this Agreement and the consummation of the Transactions. Prior to the date of this Agreement, at a meeting duly called, convened and held in accordance with the articles of incorporation and bylaws of the Company, the Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, Merger are fair to, and in the best interest interests of, the Company and its stockholdersshareholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under pursuant to Section 251(h23B.11.030(9) of the DGCL WBCA and (e) resolved to recommend that the stockholders shareholders of the Company accept the Offer and tender their Shares to Purchaser Parent or Merger Sub, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in each case on the terms Schedule 14D‑9 when filed with the SEC and disseminated to the Company’s shareholders, which resolutions, subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlessSection 6.1, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently amended, withdrawn or modified in a manner adverse to Parentas of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following If the Offer Acceptance Time, assuming satisfaction Merger is consummated in accordance with Section 23B.11.030(9) of the Minimum ConditionWBCA as contemplated hereby, no vote of the Company’s stockholders shareholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Company has the necessary corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement Agreement. At a meeting duly called and held, prior to consummate the Transactions. The execution of this Agreement, the Company Board of Directors has unanimously (a) determined that approved, adopted and declared advisable this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of determined that the Transactions, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (dc) resolved determined that the Merger shall will be effected under Section 251(h) of the DGCL DGCL, and (ed) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares shares of Company Common Stock to Purchaser Merger Sub pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The which resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent (except for in connection with a Change in Recommendation permitted in accordance with this Agreement). Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, and assuming the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.5, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger 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 are necessary to authorize the execution, delivery and performance by the Company of this Agreement. This Agreement has been duly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or applicable Law affecting creditors’ rights, rights generally and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction principles of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsequity.

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, to execute and deliver and enter into and, subject to consummation of the Offer, to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board of Directors has unanimously (at a meeting duly called and held) has: (a) unanimously determined that this Agreement the Merger is advisable and the Transactions, including the Offer and the Merger, are fair to, and in the best interest interests of, the Company and its stockholders, subject to the right of the Company Board to make a Company Adverse Change in Recommendation pursuant to Section 5.1, resolving that the Merger shall be governed by Section 251(h) of the DGCL; (b) declared it advisable to enter into this Agreement, (c) unanimously authorized and approved the execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation of the Transactions, including the Offer and unanimously approved the Merger, ; and (dc) resolved unanimously recommended that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the Company’s stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the OfferOffer (the “Company Board Recommendation”), in each case on the terms and which resolutions, subject to the conditions right of this Agreement. The resolutions in the foregoing sentence (unless, with respect Company Board to clause (e) only, there has been make a Company Adverse Change in Recommendation in compliance with pursuant to Section 6.1(b)) 5.1, have not been subsequently withdrawn or modified in a manner adverse to Parentmodified. This Agreement has been duly executed and delivered by the Company, and assuming the due authorization, execution and delivery of this Agreement by Xxxxxx Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under pursuant to Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser Parent or Purchaser, as applicable, pursuant to the Offer, in each case on the terms and which resolutions, subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlessSection 6.1, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentParent as of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. The Company Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are is fair to, and in the best interest interests of, the Company and its Company’s stockholders, (b) declared it advisable to enter into this Agreement, (c) authorized and approved the execution, delivery and performance of this Agreement by the Company, (c) declared that this Agreement is advisable, and (d) resolved to make the Company Board Recommendation. The execution and delivery of this Agreement by the Company and the consummation by the Company of this Agreement and the consummation Merger have been duly authorized by all necessary corporate action on the part of the TransactionsCompany, including and no other corporate proceedings on the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders part of the Company accept the Offer and tender their Shares are necessary to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of authorize this Agreement. The resolutions in the foregoing sentence (unlessAgreement other than, with respect to clause the Merger, the adoption of this Agreement by the holders of a majority of the Company Shares outstanding as of the applicable record date (eif required under the DGCL) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parentand the filing of the appropriate merger documents as required by the DGCL. This Agreement has been duly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement on behalf of Parent and Acquisition Sub, constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) Laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of Law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and equitable remedies. Assuming the transactions contemplated by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction this Agreement are consummated in accordance with Section 251(h) of the Minimum ConditionDGCL, no vote or consent of the holders of any class or series of the Company’s stockholders capital stock or any holder of Shares other securities is necessary required to authorize or adopt this Agreement or to consummate the TransactionsOffer, the Merger and the other transactions contemplated hereby.

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Board of Directors has unanimously (a) determined that this Agreement Agreement, and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and which resolutions, subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless‎Section 6.01, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentParent as of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx Pxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following If the Offer Acceptance Time, assuming satisfaction Merger is consummated in accordance with Section 251(h) of the Minimum ConditionDGCL as contemplated hereby, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions, assuming the accuracy of the representations set forth in ‎Section 4.08.

Authority; Binding Nature of Agreement. The Company has the corporate requisite right, power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement Agreement; and to consummate the Transactions. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and have been duly authorized all necessary action on the consummation part of the TransactionsCompany and its board of directors; subject only to approval of the Merger by shareholders of the Company. The board of directors of the Company (at a meeting duly called and held) has (a) determined (pursuant to a unanimous vote of all members of the board of directors of the Company) that the Merger is advisable and fair and in the best interests of the Company and its shareholders, including (b) authorized and approved (pursuant to a unanimous vote of all members of the Offer board of directors of the Company) the execution, delivery and performance of this Agreement by the Company and approved (pursuant to a unanimous vote of all members of the board of directors of the Company) the Merger, (c) recommended (pursuant to a unanimous vote of all members of the board of directors of the Company) the approval of this Agreement and the Merger by the holders of Company Common Stock and the Company's Preferred Stock and directed that this Agreement and the Merger be submitted for approval by the Company's shareholders, and (d) resolved adopted (pursuant to a unanimous vote of all members of the board of directors of the Company) a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the Merger shall be effected under Section 251(h) or any of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of other transactions contemplated by this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Company has the and each of its Subsidiaries have all necessary corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, Contemplated Transactions are fair to, advisable and in the best interest of, interests of the Company and its stockholders, (b) approved and declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Contemplated Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (ec) resolved determined to recommend that the stockholders of the Company accept the Offer vote to adopt this Agreement and tender their Shares to Purchaser pursuant to the Offerthereby, in each case on upon the terms and subject to the conditions of set forth in this Agreement. The resolutions in , approve the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentContemplated Transactions. This Agreement and each other Transaction Document to which the Company is a party or signatory has been (in the case of this Agreement and any Transaction Document executed and delivered by the Company in connection herewith) or will be (in the case of any other Transaction Document to be executed and delivered by the Company at or prior to the Effective Time) duly executed and delivered by the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx Parent and PurchaserMerger Sub (in the case of this Agreement) or the other parties thereto (in the case of any other Transaction Document), this Agreement constitutes or will constitute, as the case may be, the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating the Enforceability Exceptions. Prior to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction execution of the Minimum ConditionCompany Stockholder Support Agreement, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Company Board approved the Company Stockholder Support Agreement or to consummate and the Transactionstransactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company has the all necessary corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsMerger and other transactions contemplated hereby, subject to receipt of the Required Company Stockholder Vote. The Company Board of Directors (at a meeting duly called and held) has unanimously (a) determined that this Agreement the Merger is advisable and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, interests of the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved the Merger, and (c) recommended the adoption of this Agreement by the holders of Company Capital Stock and the consummation of the Transactions, including the Offer and the Merger, (d) resolved directed that the Merger shall this Agreement be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of submitted for consideration by the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentStockholders by written consent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principlesremedies. Following the Offer Acceptance Time, assuming satisfaction Except for Section 203 of the Minimum ConditionDGCL, no vote of Takeover Statute applies or purports to apply to the Company’s stockholders or any holder of Shares is necessary Company with respect to authorize or adopt the Merger, this Agreement or to consummate any other agreement delivered pursuant hereto or thereto, or any other transaction contemplated hereby or thereby. The Company Board has taken all action so that LEC will not be prohibited from entering into a “business combination” with the TransactionsCompany (as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement, or the consummation of the Merger or the other transactions contemplated hereby, without any further action on the part of the Company Stockholders or the Company Board.

Authority; Binding Nature of Agreement. (a) The Company has the all requisite corporate power and authority, authority and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessarynecessary in order to execute, deliver and perform this Agreement and, subject to the Company Stockholder Approval, to execute consummate the Merger, subject only to the adoption of this Agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and deliver and held for such purpose (the “Company Stockholder Approval”). The Company Stockholder Approval is the only vote of the holders of any of the Company’s capital stock necessary to perform its obligations under adopt this Agreement and to consummate the Transactions. Merger and the other transactions contemplated by this Agreement. (b) The Company Board of Directors (at a meeting duly called and held) has unanimously (ai) determined that this Agreement and the Transactions, including the Offer and the Merger, are Merger is fair to, and in the best interest of, interests of the Company and its stockholders, (b) stockholders and approved and declared it advisable to enter into this Agreement, (c) approved the execution, delivery Merger and performance the other transactions contemplated by the Company of this Agreement and in accordance with the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) requirements of the DGCL and (e) other applicable Law and resolved to recommend that the stockholders adoption of the Company accept the Offer and tender their Shares to Purchaser pursuant this Agreement to the Offer, in each case on holders of Shares (the terms “Company Board Recommendation”) and subject (ii) directed that this Agreement be submitted to the conditions holders of this Agreement. The resolutions in the foregoing sentence Shares for their adoption. (unless, with respect to clause (ec) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, Company and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rightsrights and (ii) rules of law governing specific performance, injunctive relief and by general other equitable principles. Following remedies (clauses (i) and (ii), collectively, the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions“Bankruptcy and Equity Exception”).

Authority; Binding Nature of Agreement. The Company has the corporate absolute and unrestricted right, power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and , except that the consummation of the Merger is subject to consummate obtaining the Transactionsrequisite approval of the Company’s stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has unanimously (a) determined that this Agreement the Merger is advisable and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, interests of the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved the Merger, (c) recommended the adoption of this Agreement by the holders of Company Common Stock and directed that this Agreement and the consummation of Merger be submitted for consideration by the TransactionsCompany’s stockholders at the Company Stockholders’ Meeting (as defined in Section 5.2), including the Offer and the Merger, (d) resolved adopted a resolution approving this agreement and declaring its advisability and having the effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to this Agreement, the Voting Agreements, the Merger shall be effected under Section 251(h) or any of the DGCL and (e) resolved to recommend that other transactions contemplated by this Agreement or the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentVoting Agreements. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation obligations of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating equitable remedies. Prior to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction execution of the Minimum ConditionVoting Agreements, no vote the Board of Directors of the Company approved the Voting Agreements and the transactions contemplated thereby. Assuming the accuracy of the representation contained in Section 3.6, as a result of the approval of this Agreement, the Voting Agreements and the Merger by the Board of Directors of the Company’s stockholders , no state takeover statute or any holder of Shares is necessary similar Legal Requirement applies or purports to authorize or adopt apply to the Merger, this Agreement or to consummate any of the Transactionstransactions contemplated hereby and by the Voting Agreements.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute enter into and deliver and to perform its obligations under this Agreement and and, subject only to adoption of this Agreement by the holders of a majority of the shares of Company Common Stock outstanding on the record date established for the Company Stockholders Meeting (the “Company Stockholder Approval”), to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The Board At a meeting duly called and held, the board of Directors directors of the Company has unanimously adopted resolutions (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, declaring it advisable for the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved Agreement and approving the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and (b) directing that the adoption of this Agreement be submitted to the stockholders of the Company for their consideration at the Company Stockholders Meeting and recommending that the stockholders of the Company adopt this Agreement (such resolutions, the “Company Recommendation”), and, as of the date of this Agreement, such resolutions have not been subsequently rescinded, modified or withdrawn in any way. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company 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 no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the performance by the Company of its obligations under this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of transactions contemplated by this Agreement. The resolutions in the foregoing sentence (unlessAgreement other than, with respect to clause (e) onlythe Merger, there has been a the Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentStockholder Approval and the filing of the certificate of merger as required by the DGCL and the DLLCA. This Agreement has been duly and validly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to: (i) Laws of general application relating to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or Laws affecting creditors’ rightsrights generally; and (ii) rules of law governing specific performance, injunctive relief and by general other equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. (a) The Company has the requisite corporate power and authorityauthority to enter into and, and (except for corporate actions expressly contemplated by this Agreement subject to occur at future date) has taken all corporate action necessaryreceipt of the Stockholders Written Consent, to execute and deliver and to perform its obligations under this Agreement and other agreements to which it is party contemplated hereby or which are ancillary hereto and to consummate the Transactions. The Board of Directors has unanimously (a) determined that this Agreement transactions contemplated hereby and the Transactions, including the Offer thereby; and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and all the consummation other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentCompany. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) Laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of Law governing specific performance, reorganization, moratorium injunctive relief and other similar laws equitable remedies. (b) Without limiting the generality of general applicability relating to or affecting creditors’ rightsthe foregoing, the Company Board has (i) unanimously approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby, (ii) unanimously recommended approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the Stockholders, and by general equitable principles(iii) has not withdrawn or modified such approval or recommendation. Following the Offer Acceptance Time, assuming satisfaction Subject to receipt of the Minimum ConditionStockholders Written Consent and payoff of Indebtedness, no vote the Company has obtained all necessary consents to approve this Agreement and the consummation of the Merger and the other transactions contemplated by the Transaction Documents from any Warrantholder, Optionholder, Stockholder or creditor of the Company’s stockholders or any holder . (c) The approval of the holders of a majority of the outstanding Shares voting together as a single class on an as-converted basis and the approval of a majority of the outstanding Preferred Shares voting together as a single class on an as-converted basis (together, the “Required Vote”) is the only stockholder vote necessary to authorize or approve and adopt this Agreement and the Merger on behalf of the Company. The Stockholders Written Consent, when executed and delivered by the Required Vote, will satisfy all requirements for consents, votes or approvals by the holders of any classes or series of Company Capital Stock necessary to consummate approve and adopt, and consummate, this Agreement, the TransactionsMerger and the other transactions contemplated hereby in accordance with the Charter Documents and applicable Legal Requirements.

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute enter into and deliver and and, assuming the Stockholder Consent is obtained, to perform its obligations under this Agreement and to consummate the Transactions. The At a meeting duly called and held, the Company Board of Directors has unanimously has: (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, advisable and in the best interest of, the Company and its stockholders, ; (b) declared it advisable to enter into this Agreement, ; (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer Merger; and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept approve the Offer and tender their Shares transactions. Subject to Purchaser pursuant to the OfferSection 6.1, in each case on the terms and subject to the conditions none of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) resolutions have not been subsequently withdrawn or modified in a manner adverse to ParentBuyer. This Agreement has been duly executed and delivered by the Company, and assuming . Assuming due authorization, execution and delivery by Xxxxxx Buyer and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, and by general equitable principles. Following The Stockholder Consent is the Offer Acceptance Time, assuming satisfaction only vote or approval of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary Company Stockholders required to authorize or adopt approve this Agreement or and to consummate the Transactions, including the Merger, under any applicable Law, including the DGCL, the Company’s Organizational Documents or any other Contract by which the Company is bound.

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, to execute enter into and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Company Board of Directors (at a meeting duly called and held) has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (dc) resolved that the Offer and the Merger shall be effected under Section 251(h) of the DGCL and (ed) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on which resolutions, as of the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlessAgreement Date, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation obligations of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) Laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, equitable remedies (the “Bankruptcy and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the TransactionsEquity Exceptions”).

Authority; Binding Nature of Agreement. (a) The Company has the corporate all necessary right, power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and under each other agreement, document or instrument referred to consummate the Transactions. The Board of Directors has unanimously (a) determined that in or contemplated by this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, to which the Company is or will be a party; and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and of each such other agreement, document and instrument have been duly authorized by all necessary action on the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders part of the Company accept and its board of directors and, assuming the Offer and tender their Shares to Purchaser pursuant Required Merger Stockholder Votes are obtained as contemplated by this Agreement prior to the OfferEffective Time, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parentits stockholders. This Agreement has been duly executed and delivered each other agreement, document and instrument referred to in or contemplated by this Agreement to which the CompanyCompany is a party, and assuming the due authorization, execution and delivery by Xxxxxx the other parties hereto and Purchaserthereto, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The Company’s board of directors has: (i) unanimously determined that the Mergers are advisable and fair and in the best interests of the Company and its stockholders; (ii) unanimously recommended the adoption of this Agreement by the holders of Company Capital Stock and directed that this Agreement and the Mergers be submitted for consideration by the Company’s stockholders; and (iii) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other any state takeover law or similar laws of general applicability relating Legal Requirement that might otherwise apply to the Mergers or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction any of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt other transactions contemplated by this Agreement or to consummate the TransactionsAgreement.

Authority; Binding Nature of Agreement. (1) The Company has the corporate power and authorityauthority to execute, deliver and perform its obligations under this Agreement and, subject to the affirmative approval of the Company Merger by a majority of the votes entitled to be cast on the matter by the holders of outstanding Company Shares (except for corporate actions expressly “Requisite Company Vote”), to consummate the transactions contemplated by this Agreement Agreement. Each of the Partnership and Partnership Merger Sub has the partnership and limited liability company power, as applicable, and authority to occur at future date) has taken all corporate action necessaryexecute, to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactionstransactions contemplated by this Agreement. (2) Each of the Company, the Partnership and Partnership Merger Sub has duly authorized, executed and delivered this Agreement and has taken all corporate, partnership or limited liability company action, as applicable, necessary in order to execute and deliver this Agreement. The Board Subject only to the receipt of Directors has unanimously (a) determined that the Requisite Company Vote, this Agreement and the Transactionstransactions contemplated hereby have been authorized by all corporate, including partnership and limited liability action necessary on the Offer and part of the Merger, are fair to, and in the best interest ofCompany, the Partnership and Partnership Merger Sub, as applicable. Assuming due execution by each of Parent and Merger Sub, this Agreement is a valid and legally binding obligation of each of the Company, the Partnership and Partnership Merger Sub, enforceable against each of the Company, the Partnership and Partnership Merger Sub in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (3) The Company Board, upon the unanimous recommendation of the SRC, at a duly called and its stockholders, held meeting has duly adopted resolutions unanimously (b1) declared it advisable to enter into this Agreement, (c) approved approving the execution, delivery and performance of this Agreement and, subject to obtaining the Requisite Company Vote, the consummation by the Company of the transaction contemplated by this Agreement and the consummation of the TransactionsAgreement, including the Offer and the MergerMergers, (d2) resolved that approving and declaring advisable and in the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders best interests of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions adoption of this Agreement. The resolutions , the Company Merger and the other transactions contemplated by this Agreement, (3) directing that the Company Merger be submitted for consideration at the Stockholders Meeting and (4) subject to Section 6.01, resolving to make the Company Recommendation and to include such recommendation in the foregoing sentence (unlessProxy Statement, with respect to clause (e) onlywhich resolutions, there has been a Company Adverse Change Recommendation in compliance with except as permitted under Section 6.1(b)) 6.01, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Holdings, the Company has the and each Company Subsidiary have all necessary limited liability company and corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. The Company Board of Directors has unanimously (at one or more meetings duly called and held) has: (a) determined that this Agreement the Contemplated Transactions are advisable and the Transactions, including the Offer and the Merger, are fair to, to and in the best interest of, interests of the Company and its stockholders, ; (b) declared it advisable to enter into this Agreementduly authorized and approved by all necessary corporate action, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including the Offer Contemplated Transactions, subject to the approval by the Company stockholders; and (c) recommended the Merger, adoption and approval of this Agreement by the holders of Company Capital Stock. The board of directors of Holdings has: (da) resolved determined that the Merger shall be effected under Section 251(hCompany Reorganization is advisable and fair to and in the best interests of Holdings and its equityholders; (b) duly authorized and approved by all necessary limited liability company action, the Company Reorganization, subject to approval of the DGCL Holdings equityholders; and (ec) resolved to recommend that recommended the stockholders approval of the Company accept Reorganization by the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentHoldings equityholders. This Agreement has been duly executed and delivered by Holdings and the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and PurchaserPTI, this Agreement constitutes the legal, valid and binding obligation of Holdings and the Company and is Company, enforceable against Holdings and the Company in accordance with its terms, except as such enforcement may be subject to: (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors; and (ii) rules of law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws of general applicability relating equitable remedies. Prior to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction execution of the Minimum ConditionCompany Stockholder Support Agreements, no vote the Company Board of Directors and the Company’s stockholders or any holder Holdings board of Shares is necessary to authorize or adopt this Agreement or to consummate directors approved the TransactionsCompany Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and Agreement, subject only to consummate the TransactionsCompany Requisite Vote. The Board of Directors Company Board, at a meeting duly called and held, has unanimously unanimously: (a) determined that this Agreement Agreement, the Merger and the Transactions, including the Offer and the Merger, other transactions contemplated by this Agreement are fair to, and in the best interest interests of, the Company and its Company's stockholders, ; (b) declared it advisable to enter into this Agreement, (c) duly and validly authorized and approved the execution, delivery and performance of this Agreement by the Company; (c) declared that this Agreement is advisable; and (d) resolved to make the Company Recommendation, and directed that this Agreement be submitted to the holders of Company Shares for their adoption. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger 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 are necessary to authorize this Agreement other than, with respect to the adoption of this Agreement and the consummation Merger, the Company Requisite Vote and the filing of the Transactions, including appropriate merger documents as required by the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentDGCL. This Agreement has been duly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Company has the all requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and and, subject to receipt of the Required Stockholder Vote, to consummate the Transactionstransactions contemplated hereby. The Board Company Board, acting upon the unanimous recommendation of Directors the Special Committee, has duly and unanimously (with Jxxxxxx X. Xxxxx not participating) adopted resolutions by which the Company Board has: (a) determined in good faith, after consultation with its financial advisor, that the Merger and the other transactions contemplated by this Agreement constitute a “Superior Offer” (as defined in the Prior Merger Agreement) and that it is in the best interests of the Company and its stockholders to terminate the Prior Merger Agreement, (b) authorized and approved the termination of the Prior Merger Agreement and payment of the Company Termination Fee (as such term is defined in the Prior Merger Agreement), (c) determined that this Agreement and the Transactions, including the Offer Merger and the Merger, consummation of the transactions contemplated hereby are advisable and fair to, to and in the best interest of, interests of the Company and its stockholders, ; (bd) declared it advisable to enter into this Agreement, (c) authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL transactions contemplated hereby; and (e) resolved to recommend that recommended the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions adoption of this Agreement. The resolutions in Agreement by the foregoing sentence (unless, with respect to clause (e) only, there has been a holders of Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Common Stock and directed that this Agreement has been duly executed and delivered be submitted for consideration by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this ’s stockholders at the Company Stockholders Meeting. This Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Company has the all necessary corporate power and authorityauthority to enter into, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, to execute and deliver and to perform its obligations under this Agreement and and, assuming the Merger is consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The At a meeting duly called and held at which all directors were present, the Company Board of Directors has has, by resolutions unanimously and duly adopted: (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are advisable, fair to, to and in the best interest of, the Company and its stockholders, ; (b) declared it advisable to enter into this Agreement, ; (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, ; (d) resolved agreed that the Merger shall be effected under pursuant to Section 251(h) of the DGCL DGCL; and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares shares to Purchaser pursuant to the Offer. Subject to Section 6.1, in each case on the terms and subject to the conditions none of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) resolutions have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company and the execution and delivery by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and assuming the Merger is consummated in accordance with Section 251(h) of the DGCL, except for filing the certificate of merger with the Secretary of State pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation of the Transactions. Assuming due authorization, execution and delivery by Xxxxxx Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Company has the all necessary corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and, subject to receipt of the Required Company Shareholder Approval and the filing and recordation of appropriate merger documents as required by the Companies Law, to consummate the Contemplated Transactions. The Company Board of Directors has unanimously (aat meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its shareholders; (ii) authorized, approved and declared advisable this Agreement and the Transactions, including Contemplated Transactions in accordance with the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation requirements of the TransactionsCompanies Law; (iii) determined that, including considering the Offer and financial position of the Mergermerging companies, (d) resolved no reasonable concern exists that the Merger shall Surviving Company will be effected under Section 251(h) of unable to fulfill the DGCL and (e) resolved to recommend that the stockholders obligations of the Company accept the Offer to its creditors; and tender their Shares (iv) determined to Purchaser pursuant to the Offerrecommend, in each case on upon the terms and subject to the conditions of set forth in this Agreement. The resolutions in , that the foregoing sentence (unless, with respect shareholders of the Company vote or act via written consent to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parentapprove this Agreement and the Contemplated Transactions. This Agreement has been duly executed and delivered by the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx Parent and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating the Enforceability Exceptions. Prior to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction execution of the Minimum ConditionCompany Shareholder Support Agreements, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate Company Board approved the TransactionsCompany Shareholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsMerger and the other transactions contemplated hereby. The Company Board of Directors has unanimously has: (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are Merger is fair to, and in the best interest interests of, the Company and its stockholders, (b) approved and declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept adopt this Agreement (such approval, declaration and recommendation, collectively, the Offer “Company Recommendation”) and tender their Shares to Purchaser pursuant (c) directed that this Agreement be submitted to the Offer, in each case stockholders of the Company for their adoption at the Company Stockholders Meeting. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the terms part of the Company, and subject no other corporate proceedings on the part of the Company are necessary to the conditions of authorize this Agreement. The resolutions in the foregoing sentence (unlessAgreement other than, with respect to clause the Merger, the adoption of this Agreement by the holders of a majority of the shares of Company Common Stock outstanding on the record date established for the Company Stockholders Meeting (e) only, there has been a the “Company Adverse Change Recommendation in compliance with Section 6.1(bStockholder Approval”)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly and validly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to: (i) laws of general application relating to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rightsrights generally; and (ii) rules of law governing specific performance, injunctive relief and by general other equitable principles. Following remedies ((i) and (ii), the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions“Remedies Exception”).

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and which resolutions, subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless‎Section 6.01, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentParent as of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following If the Offer Acceptance Time, assuming satisfaction Merger is consummated in accordance with Section 251(h) of the Minimum ConditionDGCL as contemplated hereby, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions, assuming the accuracy of the representations set forth in ‎Section 4.08.

Authority; Binding Nature of Agreement. (a) The Company has the corporate right, power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and, to the extent it is a party thereto, each other agreement, document, instrument or certificate contemplated by this Agreement, or to otherwise be executed by it, or any of them, in connection with the consummation of the Contemplated Transactions, and to consummate the Contemplated Transactions. The Company Board of Directors (at a meeting duly called and held or via unanimous written consent) has unanimously (a) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved the Merger in the manner required by applicable Legal Requirements. The Company Board has unanimously determined that this Agreement the Merger is advisable and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, interests of the Company and its stockholders, (b) declared it advisable to enter into and recommended the adoption of this Agreement, (c) approved the execution, delivery and performance Agreement by the Company of Stockholders and directed that this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of approved by the Company accept Stockholders. Assuming the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery of this Agreement by Xxxxxx and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to: (i) Legal Requirements of general application relating to bankruptcy, insolvency, fraudulent transferthe relief of debtors and creditors’ rights generally; and (ii) Legal Requirements governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating equitable remedies. (b) Prior to or affecting creditors’ rightsthe Closing Date, the Company has, in accordance with the DGCL and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s Certificate of Incorporation and bylaws, obtained the Stockholder Consent executed by Company Stockholders holding one hundred percent (100%) of the Company Common Stock. The Stockholder Consent is the only approval of the holders of any Company Common Stock required under the DGCL, the Company’s Certificate of Incorporation, bylaws and any agreements among the Company and its stockholders or any holder to approve of Shares is necessary to authorize or adopt this Agreement or to consummate the Merger and other Contemplated Transactions, and remains in full force and effect as of the Closing Date.

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, authority and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessarynecessary in order to execute, to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions, in each case subject only to obtaining the Required Company Stockholder Vote, if necessary under any applicable Legal Requirements. The Board of Directors of the Company (at a meeting duly called and held) has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, Transactions are fair to, to and in the best interest of, interests of the Company and its Company’s stockholders, (b) approved and declared it advisable to enter into this Agreement, the Offer, the Merger and the other Transactions in accordance with the requirements of the DGCL, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the OfferOffer and, to the extent required under applicable Legal Requirements, adopt this Agreement, (d) authorized the Top-Up Option, the issuance of the Top-Up Shares and the form of promissory note deliverable by the Purchaser in each case on consideration of the terms Top-Up Shares, and (e) to the extent necessary, adopted a resolution having the effect of causing the Merger, this Agreement and the transactions contemplated by this Agreement not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the conditions Merger or any of the other transactions contemplated by this Agreement. The resolutions in None of the foregoing sentence (unlessresolutions by the Board of Directors of the Company have been amended, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn rescinded or modified in a manner adverse to Parentmodified. This Agreement has been duly executed and delivered by the Company, Company and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and assuming due authorization, execution and delivery by Parent and Purchaser, is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating equitable remedies. Prior to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction execution of the Minimum ConditionStockholder Tender Agreements, no vote the Board of Directors of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate Company approved the TransactionsStockholder Tender Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. The Board board of Directors has unanimously directors of the Company has: (a) determined that approved and declared advisable this Agreement Agreement; and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation as of the Transactionsdate hereof, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of adopt this Agreement. The resolutions in execution and delivery of this Agreement by the foregoing sentence Company and the consummation by the Company of the Transactions 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 are necessary to authorize this Agreement other than, (unlessi) the affirmative vote of holders of a majority of the issued and outstanding shares of Company Common Stock (the “Company Stockholder Approval”), with respect to clause (eii) onlythe filing of the certificate of merger as required by the DGCL, there has been a Company Adverse Change Recommendation in (iii) compliance with any applicable requirements of the HSR Act, (iv) receipt of the FCC Consents, (v) receipt of the PSC Consents, and (vi) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other applicable U.S. state or federal securities, takeover or “blue sky” laws. The Company Stockholder Approval, which shall be obtained by the Company upon receipt by the Company of the Stockholder Consent as contemplated by Section 6.1(b4.9(a)) have not been subsequently withdrawn , is the only vote or modified in a manner adverse consent of the holders of any class or series of the Company’s capital stock necessary to Parentapprove and adopt this Agreement, approve the Merger and consummate the Merger and other Transactions. This Agreement has been duly and validly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. The Company has the all requisite corporate right, power and authorityauthority to execute, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, to execute and deliver and to perform its obligations under this Agreement and to consummate the TransactionsMerger, subject only to adoption of this Agreement by the Requisite Stockholder Approval (as defined in Section 2.22). The Each of the Company Board and the Special Committee (at meetings duly called and held) as of Directors the date of this Agreement has unanimously unanimously: (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are Merger is fair to, and in the best interest interests of, the Company and its stockholders, ; and (b) declared it advisable to enter into this AgreementAgreement and the Merger advisable. The Company Board (at a meeting duly called and held), acting upon the unanimous recommendation of the Special Committee, as of the date of this Agreement has unanimously: (ci) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved this Agreement and the Merger; and (ii) recommended the adoption of this Agreement and the consummation approval of the Transactions, including Merger by the Offer holders of Company Common Stock and directed that this Agreement and the Merger, (d) resolved that Merger be submitted for consideration by the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the Company’s stockholders of at the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, Stockholders’ Meeting (as defined in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b5.2(a)) have not been subsequently withdrawn or modified in a manner adverse to Parent). This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx Parent and PurchaserMerger Sub of this Agreement, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to: (A) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors; and (B) rules of law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute enter into and deliver and to perform its obligations under this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the TransactionsMerger. The Company Board of Directors (at a meeting duly called and held) has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, Merger are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares shares to Purchaser pursuant to the Offer, in each case on which resolutions, as of the terms and subject to the conditions date of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. (a) The Company has the all requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, authority to execute and deliver this Agreement and, assuming that the representations and warranties of Parent and Purchaser set forth in Section 4.8 are accurate and that the Merger is consummated in accordance with Section 251(h) of the DGCL as contemplated hereby, to perform its obligations under this Agreement and to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company, and, assuming that the representations and warranties of Parent and Purchaser set forth in Section 4.8 are accurate and that the Merger is consummated in accordance with Section 251(h) of the DGCL as contemplated hereby, the consummation of the Transactions by the Company, have been duly authorized by the Board of Directors Directors. Assuming that the representations and warranties of Parent and Purchaser set forth in Section 4.8 are accurate, that the Minimum Condition is satisfied and that the Merger is consummated in accordance with Section 251(h) of the DGCL as contemplated hereby, (i) no vote of the Company’s stockholders is necessary to authorize or adopt this Agreement or to consummate the Transactions, and (ii) except for filing the certificate of merger with the Secretary of State of the State of Delaware in accordance with Section 2.3(b), no additional corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery or performance of this Agreement by the Company or the consummation of the Transactions by the Company. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Pxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except insofar as such enforceability may be limited by (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting creditors’ rights, or (B) general equitable principles. (b) The Board of Directors, at a meeting duly called and held at which all directors of the Company were present, has duly and unanimously adopted resolutions (ai) determined determining that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, ; (bii) declared it approving and declaring advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, ; (diii) resolved resolving that the Merger shall be effected under Section 251(h) of the DGCL and (eiv) resolved to recommend recommending that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and which resolutions, subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlessSection 6.1, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. (a) The Company has the all requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable authority to enter into this Agreement, (c) approved to perform its obligations hereunder and to consummate the Contemplated Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions, including Contemplated Transactions have been duly authorized by all necessary corporate action on the Offer and part of the Merger, (d) resolved that Company. If the Merger shall be effected under is consummated in accordance with Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Conditioncontemplated hereby, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Contemplated Transactions. (b) The Company Board (at a meeting duly called and held) has unanimously: (i) determined that this Agreement and the Merger are in the best interests of the Company’s stockholders, (ii) approved and declared advisable this Agreement, the Contemplated Transactions in accordance with the requirements of the DGCL, (iii) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer (collectively, the “Company Board Recommendation”), (iv) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (v) to the extent necessary, adopted a resolution having the effect of causing the Merger, this Agreement and the Contemplated Transactions not to be subject to any state Takeover Statute or similar Law (including Section 203 of the DGCL) that might otherwise apply to the Merger or any of the other transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company and assuming due authorization, execution and delivery by Parent and Purchaser, is enforceable against the Company in accordance with its terms, subject to (x) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (y) rules of Law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has the all necessary corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. The Board board of Directors has unanimously directors of the Company (at a meeting duly called and held) has: (a) determined that this Agreement Merger I is advisable and the Transactions, including the Offer and the Merger, are fair to, to and in the best interest of, interests of the Company and its stockholders, ; (b) declared it determined that the Charter Amendment is advisable and fair to enter into this Agreement, and in the best interests of the Company and its stockholders; (c) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved Merger I; (d) approved the Charter Amendment; (e) recommended the adoption and approval of this Agreement by the holders of Company Common Stock and the consummation of the Transactions, including the Offer Company Preferred Stock and the Merger, (d) resolved directed that the this Agreement and Merger shall I be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting (as defined in Section 5.2); (f) recommended the approval of the Charter Amendment by the holders of Company Common Stock and Company Preferred Stock and directed that the Charter Amendment be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting; and (g) to the extent necessary, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to Merger I or any of the other Contemplated Transactions. This Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to: (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors; and (ii) rules of law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws of general applicability relating equitable remedies. Prior to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction execution of the Minimum ConditionVoting Agreements, no vote the Board of Directors of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate Company received and considered the TransactionsVoting Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company has the necessary corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement Agreement. At a meeting duly called and held, prior to consummate the Transactions. The execution of this Agreement, the Company Board of Directors has unanimously (a) determined that approved, adopted and declared advisable this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of determined that the Transactions, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (dc) resolved that this Agreement and the Merger shall will be effected under Section 251(h) of the DGCL DGCL, and (ed) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares shares of Company Common Stock to Purchaser Merger Sub pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The which resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent (except for in connection with a Change in Recommendation permitted in accordance with this Agreement). Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, and assuming the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.5, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger 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 are necessary to authorize the execution, delivery and performance by the Company of this Agreement. This Agreement has been duly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or applicable Law affecting creditors’ rights, rights generally and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction principles of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsequity.

Authority; Binding Nature of Agreement. The Company has the all necessary corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. The Board board of Directors has unanimously directors of the Company (at a meeting duly called and held) has: (a) determined that this Agreement Merger I is advisable and the Transactions, including the Offer and the Merger, are fair to, to and in the best interest of, interests of the Company and its stockholders, ; (b) declared it determined that the Charter Amendment is advisable and fair to enter into this Agreement, and in the best interests of the Company and its stockholders; (c) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved Merger I; (d) approved the Charter Amendment; (e) recommended the adoption and approval of this Agreement by the holders of Company Common Stock and the consummation of the Transactions, including the Offer Company Preferred Stock and the Merger, (d) resolved directed that the this Agreement and Merger shall I be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered submitted for consideration by the Company's stockholders at the Company Stockholders' Meeting (as defined in Section 5.2); (f) recommended the approval of the Charter Amendment by the holders of Company Common Stock and Company Preferred Stock and directed that the Charter Amendment be submitted for consideration by the Company's stockholders at the Company Stockholders' Meeting; and (g) to the extent necessary, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to Merger I or any of the other Contemplated Transactions. This Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to: (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors; and (ii) rules of law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws of general applicability relating equitable remedies. Prior to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction execution of the Minimum ConditionVoting Agreements, no vote the Board of Directors of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate Company received and considered the TransactionsVoting Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions, subject to obtaining the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock voting to approve and adopt this Agreement and the Merger at the Stockholder Meeting (the “Company Stockholder Approval”). The Company Stockholder Approval is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Transactions and the Merger. The Board of Directors has unanimously (ai) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (bii) declared it advisable to enter into this Agreement, (ciii) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (eiv) resolved to recommend that the stockholders of the Company accept approve the Offer and tender their Shares to Purchaser pursuant to adoption of this Agreement (the Offerpreceding clauses (i) through (iv), in each case on the terms and “Company Board Recommendation”), which resolutions, subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlessSection 6.1, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentParent as of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Company has the necessary corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement Agreement. At a meeting duly called and held, prior to consummate the Transactions. The execution of this Agreement, the Company Board of Directors has unanimously (a) determined that approved, adopted and declared advisable this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of determined that the Transactions, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (dc) resolved that this Agreement and the Merger shall will be effected under Section 251(h) of the DGCL DGCL, and (ed) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares shares of Company Common Stock to Purchaser Merger Sub pursuant to the Offer, which resolutions described in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence clauses (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)a)—(d) have not been subsequently withdrawn or modified in a manner adverse to Parent (except for in connection with a Change in Recommendation permitted in accordance with this Agreement). Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, and assuming the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.5, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other Transactions 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 are necessary, to authorize the execution, delivery and performance by the Company of this Agreement. This Agreement has been duly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or applicable Law affecting creditors’ rights, rights generally and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction principles of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsequity.

Authority; Binding Nature of Agreement. (a) The Company has the all requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, authority to execute and deliver this Agreement and, subject to obtaining the Stockholder Approval (and assuming that the representations and warranties of Parent and Merger Sub set forth in Section 4.8 are accurate and that the Transactions are consummated in accordance with the DGCL), to perform its obligations under this Agreement and to consummate the Transactions. The execution and delivery of this Agreement by the Company, and, assuming that the representations and warranties of Parent and Merger Sub set forth in Section 4.8 are accurate and that the Transactions are consummated in accordance with the DGCL, the consummation of the Transactions by the Company, have been duly authorized by the Board of Directors has unanimously Directors. Assuming that the representations and warranties of Parent and Merger Sub set forth in Section 4.8 are accurate and that the Transactions are consummated in accordance with the DGCL, (ai) determined that the adoption of this Agreement and by the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding Shares entitled to vote thereon at the Stockholders Meeting (the “Stockholder Approval”) is the only vote of the Company’s stockholders necessary to authorize or adopt this Agreement or to consummate the Transactions, including and (ii) except for obtaining the Offer Stockholder Approval and filing the Mergercertificate of merger with the Secretary of State of the State of Delaware in accordance with Section 1.3(b), are fair to, and in no additional corporate action or proceeding on the best interest of, part of the Company and its stockholders, (b) declared it advisable is necessary to enter into this Agreement, (c) approved authorize the execution, delivery and or performance of this Agreement by the Company of this Agreement and or the consummation of the Transactions, including Transactions by the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentCompany. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx Pxxxxx and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except insofar as such enforcement enforceability may be subject to limited by (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability relating to or affecting creditors’ rights, and by or (B) general equitable principles. Following the Offer Acceptance Time, assuming satisfaction . (b) The Board of Directors has adopted resolutions by unanimous vote at a meeting of all directors of the Minimum ConditionCompany duly called and held (i) determining that this Agreement and the Transactions, no including the Merger, are fair to, and in the best interest of, the Company and its stockholders; (ii) approving and declaring advisable this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement; and (iii) directing that this Agreement be submitted to a vote of the Company’s stockholders or any holder and resolving to recommend that the stockholders of Shares is necessary to authorize or the Company adopt this Agreement (such recommendation, the “Company Board Recommendation”), which resolutions, subject to Section 5.5, have not been subsequently withdrawn or modified in a manner adverse to consummate Parent as of the date of this Agreement. 22 Anti-Takeover Statutes. Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.8, the Board of Directors has taken all actions so that the restrictions applicable to business combinations contained in Section 203 of the DGCL or any other Takeover Law will be inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Merger and the other Transactions.

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Board of Directors has unanimously (a) determined that this Agreement Agreement, and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and which resolutions, subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlessSection 6.01, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentParent as of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following If the Offer Acceptance Time, assuming satisfaction Merger is consummated in accordance with Section 251(h) of the Minimum ConditionDGCL as contemplated hereby, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions, assuming the accuracy of the representations set forth in Section 4.08.

Authority; Binding Nature of Agreement. The (a) Assuming the representations and warranties set forth in Section 4.11 are true and correct, the Company has the corporate all requisite power and authorityauthority to execute, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, to execute and deliver and to perform its obligations under this Agreement and the Spin-Off Agreements and to consummate the Transactions. The Board transactions contemplated hereby and thereby, subject only to the adoption of Directors has unanimously (a) determined that this Agreement by the approval of the holders of a majority of the outstanding Common Shares entitled to vote on such matters at the Stockholders Meeting (the “Company Requisite Vote”). Assuming the representations and the Transactionswarranties set forth in Section 4.11 are true and correct, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the Spin-Off Agreements by the Company, and the consummation by the Company of the Transactionstransactions contemplated hereby and thereby, including have been duly and validly authorized by all requisite action by the Offer Company, and no other corporate action or proceeding on the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders part of the Company accept is necessary to authorize the Offer execution, delivery and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions performance of this Agreement. The resolutions in Agreement and the foregoing sentence (unlessSpin-Off Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, with respect to clause (e) only, there has been a other than the Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentRequisite Vote. This Agreement has and the Spin-Off Agreements have been duly executed and delivered by the CompanyCompany and, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement constitutes and the Spin-Off Agreements by the other parties hereto and thereto, constitute a legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its their terms, except as that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability relating to Laws, now or hereafter in effect, affecting creditors’ rights, rights and by general remedies generally and (ii) the remedies of specific performance and injunctive and other forms of equitable principles. Following relief may be subject to equitable defenses and to the Offer Acceptance Time, assuming satisfaction discretion of the Minimum Conditioncourt before which any Proceeding therefor may be brought. (b) The Company Board of Directors has: (i) determined that the Merger, no the Spin-Off and the transactions contemplated hereby are advisable, fair to and in the best interests of the Company and the Company’s stockholders; (ii) approved and declared it advisable to enter into this Agreement and the Separation and Distribution Agreement; (iii) directed that the adoption of this Agreement and the Separation and Distribution Agreement be submitted to a vote of the Company’s stockholders at the Stockholders Meeting; and (iv) subject to the terms and conditions of this Agreement, resolved to make the Company Board Recommendation. As of the date of this Agreement, the Company Board Recommendation has not been amended, rescinded or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsmodified.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. The Company Board of Directors has unanimously (a) determined that approved, adopted and declared advisable this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of determined that the Transactions, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (dc) resolved agreed that the Merger shall this Agreement will be effected under Section 251(h) of the DGCL DGCL, and (ed) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares shares of Company Common Stock to Purchaser Merger Sub pursuant to the Offer. As of the date hereof, the Company Board Recommendation has not been rescinded, modified or altered in each case any way. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other Transactions have been duly authorized by all necessary corporate action on the terms part of the Company, and subject no other corporate proceedings on the part of the Company are necessary to authorize the conditions execution, delivery and performance by the Company of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws equitable remedies. Table of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.Contents

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions, subject, in the case of the consummation of the Merger, only to the adoption of this Agreement by the Required Company Stockholder Vote. The Board Company’s board of Directors has unanimously directors (at a meeting duly called and held) has: (a) unanimously determined that this Agreement the Merger is advisable and the Transactions, including the Offer and the Merger, are fair to, and in the best interest interests of, the Company and its stockholders, ; (b) declared it advisable to enter into this Agreement, (c) unanimously approved the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Contemplated Transactions, including the Merger; (c) unanimously resolved to recommend the adoption of this Agreement by the holders of Company Common Stock and directed that this Agreement be submitted for adoption by such holders at the Company Stockholders Meeting; and (d) approved the transactions contemplated by this Agreement and the Support Agreements for all purposes of Section 912 of the NYBCL, including to render the restriction on business combinations contained in Section 912 of the NYBCL inapplicable to the execution, delivery and performance of this Agreement and the Support Agreements and to the consummation of the Transactions, including the Offer Merger and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parentother Contemplated Transactions. This Agreement has been duly executed and delivered by the Company, Company and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under pursuant to Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser Parent or Purchaser, as applicable, pursuant to the Offer, in each case on (the terms and preceding clauses (a) through (e), the “Company Board Recommendation”), which resolutions, subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlessSection 6.1, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentParent as of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following If the Offer Acceptance Time, assuming satisfaction Merger is consummated in accordance with Section 251(h) of the Minimum ConditionDGCL as contemplated hereby, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. (a) The Company has the corporate all requisite power and authorityauthority to (i) execute, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, to execute and deliver and to perform its obligations under this Agreement and each of the Ancillary Agreements to which it is or will be a party and (ii) subject to obtaining the Required Vote, consummate the Transactionstransactions contemplated hereby and thereby. The Board execution and delivery of Directors has unanimously (a) determined that this Agreement and the Transactions, including Ancillary Agreements to which the Offer and the Merger, are fair to, and in the best interest ofCompany is or will be a party, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement its obligations hereunder and thereunder and the consummation by the Company of the Transactionstransactions contemplated hereby and thereby have been, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) or as of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the OfferClosing, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parentwill be duly authorized. This Agreement has been been, and the Ancillary Agreements to which the Company is or will be a party will be, duly executed and delivered by the CompanyCompany and, and assuming due authorization, and valid execution and delivery by Xxxxxx each of the other parties hereto and Purchaserthereto, this Agreement constitutes constitute the legal, valid and binding obligation of the Company and is Company, enforceable against the Company it in accordance with its their respective terms, except as such enforcement may be subject to limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws affecting the rights of general applicability relating to or affecting creditors’ rightscreditors generally and the availability of equitable remedies (the “Bankruptcy and Equity Exception”). (b) The Company’s board of directors has: (i) unanimously determined that the Merger is advisable, fair and by general equitable principles. Following in the Offer Acceptance Time, assuming satisfaction best interests of the Minimum ConditionCompany and its stockholders; (ii) unanimously recommended the adoption of this Agreement by the holders of Company Capital Stock and directed that this Agreement (including the Merger) be submitted for consideration by the Stockholders; and (iii) to the extent necessary, no vote adopted a resolution having the effect of causing the Company not to be subject to any state takeover Law or similar Law that might otherwise apply to the Merger or any of the Company’s stockholders other transactions contemplated by this Agreement. (c) No state or any holder of Shares is necessary foreign takeover statute or similar Law applies or purports to authorize or adopt apply to the Merger, this Agreement or to consummate any of the Transactionstransactions contemplated hereby.

Authority; Binding Nature of Agreement. The Assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute enter into and deliver and to perform its obligations under this Agreement and the CVR Agreement and to consummate the Transactions. The execution and delivery by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions has been duly authorized by all necessary corporate action on the part of the Company. The Company Board (at a meeting duly called and held, at which all directors of Directors the Company were present and voting in favor) has unanimously approved the Company Board Recommendation) has (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreementagreed that the Merger shall be effected under Section 251(h) and other relevant provisions of the DGCL, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, Merger and (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares shares to Purchaser Merger Sub pursuant to the Offer, in each case on which resolutions constituting the terms and Company Board Recommendation, subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlessSection 6.1, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx Pxxxxx and PurchaserMerger Sub, this Agreement constitutes and the CVR Agreement each constitute the legal, valid and binding obligation of the Company and is are enforceable against the Company in accordance with its their terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute enter into and deliver and to perform its obligations under this Agreement and and, subject to obtaining the Company Required Vote, to consummate the Transactions. The Board execution and delivery of Directors has unanimously this Agreement by the Company, the performance by the Company of its obligations hereunder, and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (a) the execution and delivery of this Agreement by the Company; (b) the performance by the Company of its obligations hereunder; or (c) except for the receipt of the Company Required Vote, the consummation of the Transactions. The Company Board (at a meeting duly called and held) has (i) determined that the entry into this Agreement and the consummation of the Transactions, including the Offer Merger are advisable and the Merger, are fair to, and in the best interest interests of, the Company and its stockholdersCompany, (bii) declared it advisable to enter into adopted this Agreement, (c) and authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (eiii) resolved subject to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in , recommended that the foregoing sentence (unlessCompany Stockholders approve this Agreement, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parentthe Merger and the Transactions. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligation obligations of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcythe Enforceability Limitations. The Company Board has not adopted or approved any resolution pursuant to NRS 92A.380(1)(d) or NRS 92A.390(1) granting dissenter’s, insolvency, fraudulent transfer, reorganization, moratorium and other appraisal or similar laws of general applicability relating rights to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement any other equity interests of or in the Company, or to consummate the Transactionsany other Person.

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Prior to the date of this Agreement, at a meeting duly called, convened and held in accordance with the certificate of incorporation and bylaws of the Company, the members of the Board of Directors has participating in the decision unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under pursuant to Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser Parent or Purchaser, as applicable, pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlesssentence, with respect subject to clause (e) onlySection 6.1, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn rescinded, withdrawn, or modified in a manner adverse to Parentmodified. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx Pxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no No vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions, and, except for the filing of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate actions or proceedings on the part of the Company are necessary to authorize the execution and delivery of and performance under this Agreement and the consummation of the Transactions.

Authority; Binding Nature of Agreement. The Company has the corporate absolute and unrestricted right, power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and Agreement, except that the consummation of the Merger is subject to consummate obtaining the Transactionsrequisite approval of the Company’s stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has unanimously (a) determined that this Agreement the Merger is advisable and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, interests of the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved the Merger, (c) recommended the adoption of this Agreement by the holders of Company Common Stock and directed that this Agreement and the consummation of Merger be submitted for consideration by the TransactionsCompany’s stockholders at the Company Stockholders’ Meeting (as defined in Section 5.2), including the Offer and the Merger, (d) resolved adopted a resolution approving this agreement and declaring its advisability and having the effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to this Agreement, the Voting Agreements, the Merger shall be effected under Section 251(h) or any of the DGCL and (e) resolved to recommend that other transactions contemplated by this Agreement or the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentVoting Agreements. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation obligations of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating equitable remedies. Prior to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction execution of the Minimum ConditionVoting Agreements, no vote the Board of Directors of the Company approved the Voting Agreements and the transactions contemplated thereby. Assuming the accuracy of the representation contained in Section 3.6, as a result of the approval of this Agreement, the Voting Agreements and the Merger by the Board of Directors of the Company’s stockholders , no state takeover statute or any holder of Shares is necessary similar Legal Requirement applies or purports to authorize or adopt apply to the Merger, this Agreement or to consummate any of the Transactionstransactions contemplated hereby and by the Voting Agreements.

Authority; Binding Nature of Agreement. The Company has the all necessary corporate right, power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and and, assuming that the Requisite Stockholder Approval is obtained, to consummate the TransactionsMerger. The Board execution and delivery of Directors has unanimously (a) determined that this Agreement and by the TransactionsCompany and, including assuming that the Offer and Requisite Stockholder Approval is obtained, the Merger, are fair toconsummation by the Company of the Merger has been duly authorized by all necessary corporate action on the part of the Company, and in no additional corporate proceedings on the best interest of, part of the Company and its stockholders, (b) declared it advisable are necessary to enter into this Agreement, (c) approved authorize the execution, delivery and performance by the Company of this Agreement and or (other than the filing of the certificate of merger with the Secretary of State of the State of Delaware) the consummation by the Company of the Transactions, including Merger. The Company Board (at a meeting duly called and held) has (i) determined that it is in the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders best interests of the Company accept and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on Merger upon the terms and subject to the conditions set forth in this Agreement; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations in this Agreement. The resolutions , and the consummation of the Merger upon the terms and conditions set forth in this Agreement; (iii) directed that adoption of this Agreement be submitted to a vote at a meeting of the foregoing sentence stockholders of the Company; and (unlessiv) resolved to recommend that the Company Stockholders vote in favor of adoption of this Agreement in accordance with the DGCL (collectively, with respect to clause (e) only, there has been a the “Company Adverse Change Recommendation in compliance with Section 6.1(bBoard Recommendation”)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the CompanyCompany and, and assuming due authorization, execution and delivery by Xxxxxx Parent and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement to occur at future date) has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. The Board of Directors has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, ; (b) declared it advisable to enter into this Agreement, ; (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, ; (d) resolved that the Merger shall may be effected under pursuant to Section 251(h) of the DGCL DGCL; and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser Parent or Purchaser, as applicable, pursuant to the Offer, in each case on the terms and which resolutions, subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlessSection 6.1, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentParent as of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following If the Offer Acceptance Time, assuming satisfaction Merger is consummated in accordance with Section 251(h) of the Minimum ConditionDGCL as contemplated hereby, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement and, subject to approval of the Merger and the other transactions contemplated by this Agreement by the affirmative vote of holders of Shares entitled to cast a majority of all the votes entitled to be cast on the matter (the “Company Stockholder Approval”), to consummate the Transactionstransactions contemplated hereby. The At a meeting duly called and held, the Company Board (acting upon the recommendation of Directors the Evaluation Committee) has unanimously adopted resolutions (a) determined that approving and declaring advisable this Agreement and the Transactions, including the Offer Merger and the Merger, are fair to, and in the best interest of, the Company and its stockholdersother transactions contemplated by this Agreement, (b) declared it advisable to enter into this Agreement, (c) approved approving the execution, delivery and performance of this Agreement and, subject to obtaining the Company Stockholder Approval, the consummation by the Company of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including the Offer and the Merger, (dc) resolved that directed that, subject to the terms and conditions of this Agreement, the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved submitted to recommend that the stockholders of the Company accept the Offer for their approval, and tender their Shares (d) resolved to, subject to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement, recommend the approval of the Merger by the stockholders of the Company (the “Board Recommendation”). The resolutions in execution and delivery of this Agreement by the foregoing sentence (unlessCompany and the consummation by the Company of the Merger 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 are necessary to authorize this Agreement other than, with respect to clause (e) onlyconsummation of the Merger, there has been a obtaining the Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentStockholder Approval. This Agreement has been duly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery by Xxxxxx and Purchaser, of this Agreement on behalf of Parent and Acquisition Sub, constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. The Company has the all necessary corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its obligations under this Agreement, including the affirmative vote of holders of at least 75% of Company Capital Stock (the “Required Company Shareholder Vote”) obtained within 12 hours of the date of this Agreement and via the Written Consent pursuant to Section 603 of the California Law, to consummate the TransactionsMergers and the transactions contemplated by this Agreement. The Written Consent (i) adopts this Agreement and approves Merger I, and (ii) acknowledges that the adoption and approvals are irrevocable and result in the waiver of any right of such shareholders to demand appraisal in connection with Merger I pursuant to the California Law. As of the date of this Agreement, the Company Board of Directors (at a meeting duly called and held) has unanimously (a) determined that this Agreement the Mergers are advisable and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, interests of the Company and its stockholdersshareholders, (b) declared it advisable to enter into this Agreement, (c) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved the Mergers, and (c) recommended the adoption of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of by the Company accept Shareholders and directed that this Agreement be submitted for consideration by the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentShareholders by Written Consent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx Parent, Merger Sub I and PurchaserMerger Sub II, this Agreement constitutes the legal, valid and binding obligation of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsremedies.

Authority; Binding Nature of Agreement. (a) The Company has the requisite corporate power and authorityauthority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of the holders of at least 50% of the outstanding Company Common Shares and 75% of the outstanding Company Series E Preferred Shares, in each case, entitled to vote on the matter at the Shareholders Meeting to approve this Agreement (collectively, the “Company Shareholder Approval”), to consummate the Transactions. The Company Board has duly adopted resolutions unanimously (i) approving and declaring advisable this Agreement, the Mergers and the other Transactions, (ii) approving the execution, delivery and performance of this Agreement and, subject to obtaining the Company Shareholder Approval, the consummation by the Company of the Transactions, including the Company Merger, (iii) directing that, subject to the terms and conditions of this Agreement, the Company Merger be submitted to the shareholders of the Company for their approval, and (except for corporate actions expressly contemplated by iv) resolving to, subject to the terms and conditions of this Agreement, recommend the adoption of this Agreement and approval of the Company Merger and the other Transactions by the shareholders of the Company (the “Company Board Recommendation”), and to occur at future date) has taken include the Company Board Recommendation in the Proxy Statement, which resolutions, except as permitted under Section 5.2, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action necessaryon the part of the Company, and no other corporate proceedings on the part of the Company are necessary to execute authorize the execution, delivery and deliver performance by the Company of this Agreement other than, with respect to consummation of the Company Merger, obtaining the Company Shareholder Approval. This Agreement has been duly executed and delivered on behalf of the Company Parties and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Parent Parties, constitutes the valid and binding obligation of the Company, enforceable against the Company Parties in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Operating Partnership has the requisite power and authority to enter into and to perform its obligations under this Agreement and to consummate the Transactions. The Board of Directors General Partner has unanimously (ai) determined that this Agreement and the Transactions, including the Offer and the Merger, Transactions are fair to, and in the best interest interests of, the Company Operating Partnership and its stockholderslimited partners, (bii) declared it advisable to enter into that this AgreementAgreement is advisable, and (ciii) authorized and approved the execution, delivery and performance by the Company of this Agreement by the Operating Partnership. The execution and delivery of this Agreement by the Operating Partnership and the consummation by the Operating Partnership of the Transactions, including Transactions have been duly authorized by all necessary action on the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) part of the DGCL Operating Partnership, and (e) resolved to recommend that no other proceedings on the stockholders part of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case on the terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is Operating Partnership are necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Company, Merger Sub and each Company has the Subsidiary have all necessary corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute and deliver enter into and to perform its respective obligations under this Agreement and to consummate the TransactionsAgreement. The Company Board of Directors has unanimously and the Merger Sub Board of Directors (at one or more meetings duly called and held) has: (a) determined that this Agreement the Contemplated Transactions are advisable and the Transactions, including the Offer and the Merger, are fair to, to and in the best interest of, interests of the Company and its stockholders, ; (b) declared it advisable to enter into duly authorized and approved by all necessary corporate action, this Agreement, (c) approved Agreement and the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including the Offer Contemplated Transactions, subject to the Required Company Stockholder Vote and the Mergeradoption of this Agreement by the Company in its capacity as sole stockholder of Merger Sub, performance of this Agreement and the transactions contemplated hereby, including the Contemplated Transactions; and (dc) resolved recommended the adoption and approval the issuance of the Merger consideration to the Forza stockholders, and the Company Board of Directors has directed that the Merger shall be effected under Section 251(h) issuance of the DGCL and (e) resolved shares of Company Common Stock to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser Forza pursuant to the Offer, in each case on the terms and subject of this Agreement be submitted to the conditions of this Agreement. The resolutions in Company’s stockholders for consideration at the foregoing sentence (unless, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to ParentCompany’s Stockholders’ Meeting. This Agreement has been duly executed and delivered by the CompanyCompany and Merger Sub and, and assuming the due authorization, execution and delivery by Xxxxxx and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company and is Merger Sub (as applicable), enforceable against the Company or Merger Sub (as applicable) in accordance with its terms, except as such enforcement may be subject to: (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors; and (ii) rules of law governing specific performance, fraudulent transfer, reorganization, moratorium injunctive relief and other similar laws of general applicability relating equitable remedies. Merger Sub was formed solely to facilitate the Merger and has no assets, liabilities or affecting creditors’ rights, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactionsoperations except in connection therewith.

Authority; Binding Nature of Agreement. The Company has the corporate power and authority, and (except for corporate actions expressly contemplated by this Agreement authority to occur at future date) has taken all corporate action necessary, to execute enter into and deliver and to perform its obligations under this Agreement and any other agreement contemplated hereby and, subject to obtaining the Company Required Vote, to consummate the Transactions. The Company Board (at a meeting duly called and held) has, upon the recommendation of Directors has unanimously the Special Committee, (a) determined that the entry into this Agreement and the consummation of the Transactions, including the Offer and the Merger, are fair advisable to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (ec) resolved to recommend that the stockholders of make the Company accept the Offer and tender their Shares to Purchaser pursuant to the OfferBoard Recommendation, in each case on the terms and which resolutions, subject to the conditions of this Agreement. The resolutions in the foregoing sentence (unlessSection 5.1, with respect to clause (e) only, there has been a Company Adverse Change Recommendation in compliance with Section 6.1(b)) have not been subsequently withdrawn or modified in a manner adverse to Parent. The only vote of the holders of any class or series of capital stock of the Company required to adopt this Agreement and approve the Merger is the Company Required Vote. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Xxxxxx and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligation obligations of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) laws of general application relating to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, moratorium or other Legal Requirements affecting or relating to creditors’ rights generally and (ii) rules of law governing specific performance, injunctive relief and other similar laws of general applicability relating to or affecting creditors’ rightsequitable remedies ((i) and (ii) collectively, and by general equitable principles. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions“Enforceability Exceptions”).