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

Authority; Binding Nature of Agreement. (a) Parent has the requisite real estate investment trust power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), to consummate the Transactions. The Parent 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 Parent Shareholder Approval, the consummation by Parent of the Transactions, (iii) directing that, subject to the terms and conditions of this Agreement, the Parent Share Issuance be submitted to the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Company. The execution and delivery of this Agreement by Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation of the Company Merger, obtaining the Parent Shareholder Approval. This Agreement has been duly executed and delivered on behalf of the Parent 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 Parent, enforceable against the Parent Parties in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Binding Nature of Agreement. (a) Parent has the requisite real estate investment trust corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), and to consummate the TransactionsMergers. The Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, on or prior to the date hereof, the Parent Board has duly adopted resolutions unanimously unanimously: (i) approving duly and declaring validly authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared advisable this Agreement and the Mergers transactions contemplated by this Agreement, including the Mergers; and the other Transactions, (iiiv) approving the execution, delivery and performance of this Agreement and, subject to obtaining the Parent Shareholder Approval, the consummation by Parent of the Transactions, (iii) directing that, subject to the terms and conditions hereof, approved the issuance of this Agreement, the Parent Share Issuance be submitted to the shareholders shares of Parent for their approval, and (iv) resolving to, subject to Common Stock in the terms and conditions of First Merger as contemplated by this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent Agreement (the “Parent Board RecommendationShare Issuance”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to . Assuming the accuracy of the Company. The ’s representations and warranties set forth in Section 2.22, the execution and delivery of this Agreement by Parent and the consummation by Parent of the Transactions Mergers and other transactions contemplated by this Agreement have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize this Agreement, in each case other than the execution, delivery and performance by Parent adoption of this Agreement other than, with respect to consummation by Parent as the sole shareholder of Acquisition Sub I and the Company Merger, obtaining sole member of Acquisition Sub II (which shall occur immediately following the Parent Shareholder Approvalexecution of this Agreement). This Agreement has been duly executed and delivered on behalf of the Parent Parties and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Parent PartiesCompany, constitutes the valid and binding obligation of Parent, enforceable against the Parent Parties in accordance with its terms, subject to the Bankruptcy and Equity General Enforceability Exception.

Authority; Binding Nature of Agreement. (a) Parent The Company has the requisite real estate investment trust corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority receipt of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Required Company Merger (the “Parent Shareholder Approval”)Stockholder Vote, to consummate the TransactionsMerger. The Parent On or prior to the date hereof, the Company Board has unanimously: (a) duly adopted resolutions unanimously (i) approving and declaring advisable this Agreement validly authorized and the Mergers and the other Transactions, (ii) approving approved the execution, delivery and performance of this Agreement and, subject to obtaining the Parent Shareholder Approval, and the consummation by Parent 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 Merger; and (iiid) directing that, subject to the terms and conditions of hereof, directed that this Agreement, the Parent Share Issuance Agreement be submitted to the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval a vote of the Parent Share Issuance by Company’s stockholders, recommended that the shareholders stockholders of Parent the Company adopt this Agreement (the “Parent Company Board Recommendation”), which resolutionsand resolved to include the Company Board Recommendation in the Joint Proxy Statement/Prospectus, except as permitted under subject to Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Company4.2. The execution and delivery of this Agreement by Parent the Company and the consummation by Parent the Company of the Transactions Merger and other transactions contemplated by this Agreement have been duly authorized by all necessary trust or corporate action on the part of Parentthe Company, and no other trust or corporate proceedings on the part of Parent the Company are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation the Merger, the receipt of the Required Company Merger, obtaining Stockholder Vote and the Parent Shareholder Approvalfiling of the Certificate of Merger as required by the DGCL. This Agreement has been duly executed and delivered on behalf of the Parent Parties Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Parent Partiesand Acquisition Sub, constitutes the valid and binding obligation of Parentthe Company, enforceable against the Parent Parties Company in accordance with its terms, subject to: (i) laws of general application relating to the Bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally; and Equity Exception(ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) Parent The Company has the all requisite real estate investment trust corporate right, power and authority to enter into execute, deliver and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), and to consummate the TransactionsMerger, subject only to adoption of this Agreement by the Requisite Stockholder Approval (as defined in Section 2.22). The Parent Each of the Company Board and the Special Committee (at meetings duly called and held) as of the date of this Agreement has duly adopted resolutions unanimously unanimously: (ia) approving determined that the Merger is fair to, and declaring advisable in the best interests of, the Company and its stockholders; and (b) declared this Agreement and the Mergers Merger advisable. The Company Board (at a meeting duly called and held), acting upon the other Transactionsunanimous recommendation of the Special Committee, as of the date of this Agreement has unanimously: (iii) approving authorized and approved the execution, delivery and performance of this Agreement and, subject to obtaining by the Parent Shareholder Approval, Company and approved this Agreement and the consummation by Parent of Merger; (ii) recommended the Transactions, (iii) directing that, subject to the terms and conditions adoption of this Agreement, the Parent Share Issuance be submitted to the shareholders of Parent for their approval, Agreement and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance Merger by the shareholders holders of Parent (Company Common Stock and directed that this Agreement and the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Merger be submitted for consideration by the Company. The ’s stockholders at the Company Stockholders’ Meeting (as defined in Section 5.2(a)); and (iii) authorized and approved the execution and delivery of this the Rights Agreement by Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation of the Company Merger, obtaining the Parent Shareholder ApprovalAmendment (as defined in Section 2.26). This Agreement has been duly and validly executed and delivered on behalf of by the Parent Parties Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub of this Agreement on behalf of the Parent PartiesAgreement, constitutes the legal, valid and binding obligation of Parentthe Company, enforceable against the Parent Parties Company in accordance with its terms, subject to: (A) laws of general application relating to bankruptcy, insolvency and the Bankruptcy relief of debtors; and Equity Exception(B) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) Parent The Company has the all requisite real estate investment trust corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), to consummate the Transactions. The Parent 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 Parent Shareholder Approval, the consummation by Parent of the Transactions, (iii) directing that, subject to the terms and conditions of this Agreement, the Parent Share Issuance be submitted to the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Company. The execution and delivery of this Agreement by Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation of the Company Merger, obtaining the Parent Shareholder Approval. This Agreement has been duly executed and delivered on behalf of the Parent Parties andconstitutes a legal, assuming the due authorization, execution and delivery of this Agreement on behalf of the Parent Parties, constitutes the valid and binding obligation of Parentthe Company, enforceable against the Parent Parties Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the Bankruptcy relief of debtors, and Equity Exception(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 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, and (iii) resolved to recommend acceptance of the Offer by the Company's stockholders and approval and adoption of this Agreement by the Company's stockholders (the unanimous recommendations referred to in this clause (iii) are collectively referred to in this Agreement as the "RECOMMENDATIONS").

Authority; Binding Nature of Agreement. (a) Parent The Company has the requisite real estate investment trust corporate right, power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote Agreement. The board of not less than a majority directors of the votes cast by the holders Company (at a meeting duly called and held) as of the outstanding Parent Common Shares entitled to vote on date of this Agreement has: (a) unanimously determined that the matter at Merger is fair to, and in the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with best interests of, the Company and its shareholders; (b) 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 fulfill the obligations of the Company to its creditors; (the “Parent Shareholder Approval”), to consummate the Transactions. The Parent Board has duly adopted resolutions c) unanimously (i) approving authorized and declaring advisable this Agreement and the Mergers and the other Transactions, (ii) approving approved the execution, delivery and performance of this Agreement and, subject to obtaining by the Parent Shareholder ApprovalCompany and unanimously approved this Agreement, the consummation by Parent of Merger and the other Contemplated Transactions, ; and (iiid) directing that, subject to unanimously recommended the terms and conditions approval of this Agreement, the Parent Share Issuance be submitted to Merger and the shareholders other Required Approval Transactions by the holders of Parent for their approval, Company Ordinary Shares and (iv) resolving to, subject to the terms and conditions of directed that this Agreement, recommend the approval of Merger and the Parent Share Issuance other Required Approval Transactions be submitted for consideration by the Company’s shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Company. The execution and delivery of this Agreement by Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation of at the Company Merger, obtaining the Parent Shareholder ApprovalShareholders’ Meeting (as defined in Section 5.2(b)). This Agreement has been duly and validly executed and delivered on behalf of by the Parent Parties Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of the by Parent Partiesand Merger Sub, constitutes the legal, valid and binding obligation of Parentthe Company, enforceable against the Parent Parties Company in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the Bankruptcy relief of debtors; and Equity Exception(ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) Parent The Company has the requisite real estate investment trust necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), and to consummate the Contemplated Transactions, subject only to the adoption of this Agreement by the Required Company Stockholder Vote and assuming the accuracy of Parent’s representations and warranties set forth in Section 3.11. The Parent Board has Company’s board of directors (at a meeting duly adopted resolutions unanimously called and held) has: (ia) approving determined that the Merger is advisable and declaring advisable this Agreement fair to, and in the Mergers best interests of, the Company and the other Transactions, its stockholders; (iib) approving authorized and approved the execution, delivery and performance of this Agreement andby 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 be submitted for adoption by the Company’s stockholders at the Company Stockholders’ Meeting; and (d) to the extent necessary and assuming the accuracy of Parent’s representations and warranties set forth in Section 3.11, adopted a resolution having the effect of causing the Company not to be subject to obtaining any state takeover law or similar Legal Requirement that might otherwise apply to the Parent Shareholder Approval, the consummation by Parent Merger or any of the other Contemplated Transactions, (iii) directing that, subject to . As of the terms and conditions date of this Agreement, the Parent Share Issuance be submitted to the shareholders none of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, such board actions or board resolutions have not been subsequently rescinded, modified or withdrawn or modified in a manner adverse to the Companyany way. The execution and delivery of this Agreement by Parent the Company and the consummation by Parent the Company of the Merger and other Contemplated Transactions have been duly authorized by all necessary trust or corporate action on the part of the Company, and, assuming the accuracy of Parent’s representations and warranties set forth in Section 3.11, and no other trust or corporate proceedings on the part of Parent the Company are necessary to authorize the execution, delivery and or performance by Parent of this Agreement by the Company, in each case other than, with respect to the consummation of the Company Merger, obtaining the Parent Shareholder Approvalreceipt of the Required Company Stockholder Vote and the filing of the certificate of merger as required by the DGCL. This Agreement has been duly executed and delivered on behalf of by the Parent Parties and, assuming the due authorization, execution Company and delivery of this Agreement on behalf of the Parent Parties, constitutes the legal, valid and binding obligation of Parentthe Company, enforceable against the Parent Parties Company in accordance with its terms, subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) Each of the Parent Entities and the Merger Subs has the requisite real estate investment trust necessary power and authority to enter into into, and to perform its obligations under under, this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), and to consummate the Transactions. The Parent 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 by the Parent Shareholder Approval, Entities and the consummation by Parent of the Transactions, (iii) directing that, subject to the terms and conditions of this Agreement, the Parent Share Issuance be submitted to the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Company. The execution and delivery of this Agreement by Parent Merger Subs and the consummation by the Parent Entities and the Merger Subs of the Transactions have been duly and validly authorized by all necessary trust or corporate action on the part of Parentorganizational action, and no other trust or corporate organizational proceedings on the part of any of the Parent Entities or the Merger Subs are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect or to consummation of consummate the Company Merger, obtaining the Parent Shareholder ApprovalTransactions. This Agreement has been duly and validly executed and delivered on behalf of by the Parent Parties Entities and the Merger Subs and, assuming the due authorization, execution and delivery of this Agreement on behalf of by the Parent Partiesother parties hereto, constitutes the valid and binding obligation agreement of Parentthe Parent Entities and the Merger Subs, respectively, enforceable against each of the Parent Parties Entities and the Merger Subs, respectively, in accordance with its terms, subject to the Bankruptcy Enforceability Exceptions. Prior to the execution of this Agreement, Holdco Parent, as the sole equityholder of Company Merger Sub, OpCo Parent, as the sole member of OpCo Merger Sub, and Equity ExceptionCompany Merger Sub, as the sole member of Manager Merger Sub, have duly and validly executed and delivered written consents approving and adopting this Agreement in accordance with the applicable provisions of the DGCL and DLLCA, which by their terms will be effective immediately following the execution of this Agreement, and, when effective, will constitute the only approvals of Merger Subs equityholders necessary to adopt this Agreement.

Authority; Binding Nature of Agreement. (a) Parent The Company has the requisite real estate investment trust corporate power and authority to enter into and deliver and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), and to consummate the Transactions. The Parent Company Board (at a meeting duly called and held) has duly adopted resolutions unanimously (ia) approving and declaring advisable determined that this Agreement and the Mergers Transactions, including the Offer and the other TransactionsMerger, are fair and advisable to, and in the best interest of, the Company and its stockholders; (iib) approving approved the execution, delivery and performance by the Company of this Agreement and, subject to obtaining the Parent Shareholder Approval, and the consummation by Parent of the Transactions, including the Offer and the Merger; (iiic) directing that, resolved that this Agreement and the Merger shall be subject to Section 251(h) of the terms DGCL; and conditions (d) resolved to recommend that the stockholders of this Agreement, the Company tender their shares to Parent Share Issuance be submitted pursuant to the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”)Offer, which resolutions, except as permitted under subject to Section 5.36.1, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the CompanyParent. The execution and delivery of this Agreement by Parent and the Company and, assuming the Merger is consummated in accordance with Section 251(h) of the DGCL, the consummation by Parent the Company of the Transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary trust or corporate action on the part of Parentthe Company, and no other trust or corporate proceedings on the part of Parent the Company are necessary to authorize the execution, delivery and performance by Parent of this Agreement or to consummate the Transactions (other thanthan 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 respect to consummation the Secretary of State of the Company MergerState of Delaware of the Certificate of Merger as required by the DGCL, obtaining the Parent Shareholder Approvalfiling 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 on behalf of by the Parent Parties andCompany, and assuming the due authorization, execution and delivery of by Parent and Purchaser, this Agreement on behalf of the Parent Parties, constitutes the legal, valid and binding obligation obligations of Parent, the Company and is enforceable against the Parent Parties Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the Bankruptcy relief of debtors and Equity Exception(ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) Subject to the receipt of the stockholder approval contemplated by Section 5.2, each of Parent and Merger Sub has the all requisite real estate investment trust corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), to consummate the Transactions. The Parent 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 Parent Shareholder Approval, the consummation by Parent of the Transactions, (iii) directing that, subject to the terms and conditions of this Agreement, the Parent Share Issuance be submitted to the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Company. The execution and delivery of this Agreement by Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation of the Company Merger, obtaining the Parent Shareholder Approval. This Agreement has been duly executed and delivered on behalf of the Parent Parties and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Parent Parties, constitutes the legal, valid and binding obligation of ParentParent and Merger Sub, enforceable against the Parent Parties and Merger Sub in accordance with its terms, subject to (a) Legal Requirements of general application relating to bankruptcy, insolvency and the Bankruptcy relief of debtors, (b) rules of law governing specific performance, injunctive relief and Equity Exceptionother equitable remedies and (c) the approval of the stockholders of Parent. Parent 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 the Merger is in the best interests of Parent and its stockholders, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) determined to make the Parent Recommendation to the stockholders of Parent. Merger Sub hereby represents that its Board of Directors, by unanimous written consent, approved and adopted this Agreement, declared it advisable and approved the Merger and the other transactions contemplated by this Agreement, and recommended that the Parent adopt this Agreement. Parent hereby represents that it, as the sole stockholder of Merger Sub, will approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement immediately after the execution and delivery of this Agreement by the parties hereto.

Authority; Binding Nature of Agreement. (a) Parent has and Merger Sub have the requisite real estate investment trust corporate right, power and authority to enter into and to perform its their respective obligations under this Agreement and the CVR Agreement and, subject to obtaining the affirmative vote of not less than a majority of the votes cast Required Merger Sub Stockholder Vote (if required by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”applicable Legal Requirements), to consummate the Transactionstransactions contemplated hereby and thereby. The Parent Board (at a meeting duly called and held) has duly adopted resolutions unanimously unanimously: (ia) approving and declaring advisable determined that this Agreement Agreement, the Offer and the Mergers Merger are advisable and fair to, and in the other Transactionsbest interests of, Parent and its stockholders and (iib) approving authorized and approved the execution, delivery and performance of this Agreement andby Parent. Assuming the due authorization, subject to obtaining the Parent Shareholder Approval, the consummation by Parent of the Transactions, (iii) directing that, subject to the terms and conditions of this Agreement, the Parent Share Issuance be submitted to the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Company. The execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation of each of Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part of ParentMerger Sub, and no other trust or corporate proceedings on the part enforceable against each of Parent are necessary and Merger Sub in accordance with its terms, subject to: (i) laws of general application relating to authorize bankruptcy, insolvency, the relief of debtors and creditors’ rights generally; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Prior to the Acceptance Time, the Parent Board will have authorized and approved the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation of the Company MergerCVR Agreement by Parent, obtaining the Parent Shareholder Approval. This Agreement has been duly will have executed and delivered on behalf of the Parent Parties CVR Agreement to the Company and the Rights Agent, and, assuming the due authorization, execution and delivery of this the CVR Agreement on behalf of by the Parent PartiesCompany and the CVR Rights Agent, constitutes the CVR Agreement will constitute the legal, valid and binding obligation of Parent, enforceable against the Parent Parties in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency, the Bankruptcy relief of debtors and Equity Exceptioncreditors’ rights generally; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) Parent has the requisite real estate investment trust corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), and to consummate the TransactionsMergers. The On or prior to the date hereof, the Parent Board has duly adopted resolutions unanimously (i) approving duly and declaring advisable this Agreement validly authorized and the Mergers and the other Transactions, (ii) approving approved the execution, delivery and performance of this Agreement and, subject to obtaining the Parent Shareholder Approval, and the consummation by Parent of the Transactions, Mergers by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) directing thatapproved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Mergers; and (iv) subject to the terms and conditions hereof, approved the issuance of this Agreement, the Parent Share Issuance be submitted to the shareholders shares of Parent for their approval, and (iv) resolving to, subject to Common Stock in the terms and conditions of First Merger as contemplated by this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent Agreement (the “Parent Board RecommendationShare Issuance”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to . Assuming the accuracy of the Company. The ’s representations and warranties set forth in Section 2.21, the execution and delivery of this Agreement by Parent and the consummation by Parent of the Transactions Mergers and other transactions contemplated by this Agreement have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize this Agreement, in each case other than the execution, delivery and performance by Parent adoption of this Agreement other than, with respect to consummation by Parent as the sole stockholders of the Company Merger, obtaining Acquisition Subs and the Parent Shareholder Approvalfiling of the Certificates of Merger as required by the DGCL. This Agreement has been duly executed and delivered on behalf of the Parent Parties and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Parent PartiesCompany, constitutes the valid and binding obligation of Parent, enforceable against the Parent Parties in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Binding Nature of Agreement. (a) Parent The Company has the requisite real estate investment trust corporate power and authority to enter into and deliver and to perform its obligations under this Agreement and, subject to obtaining the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Required Company Merger (the “Parent Shareholder Approval”)Stockholder Vote, if necessary under any applicable Legal Requirements, to consummate the Transactions. The Parent Board of Directors of the Company (at a meeting duly called and held) has duly adopted resolutions unanimously (ia) approving and declaring advisable determined that this Agreement and the Mergers Transactions, including the Offer and the other TransactionsMerger, are advisable to, and in the best interest of, the Company and its stockholders, (iib) approving approved the execution, delivery and performance by the Company of this Agreement and, subject to obtaining the Parent Shareholder Approval, and the consummation by Parent of the Transactions, including the Offer and the Merger, (iiic) directing that, subject resolved to recommend that the stockholders of the Company tender their shares to Parent pursuant to the terms and conditions Offer and, if applicable, approve the adoption of this AgreementAgreement and the Merger, (d) authorized and approved the Parent Share Issuance be submitted to Top-Up Option and the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval issuance of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”)Top-Up Shares, which resolutions, except as permitted under subject to Section 5.36.1, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent and (e) to the Company. The execution and delivery extent necessary, adopted a resolution having the effect of causing the Merger, this Agreement by Parent and the consummation by Parent Transactions, including the exercise of the Transactions have been duly authorized by all necessary trust Top-Up Option, not to be subject to any state takeover law or corporate action on similar Legal Requirement that might otherwise apply to the part of Parent, and no other trust Merger or corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation any of the Company Merger, obtaining the Parent Shareholder Approvalother Transactions. This Agreement has been duly executed and delivered on behalf of by the Parent Parties andCompany, and assuming the due authorization, execution and delivery of by Parent and Purchaser, this Agreement on behalf of the Parent Parties, constitutes the legal, valid and binding obligation obligations of Parent, the Company and is enforceable against the Parent Parties Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the Bankruptcy relief of debtors, and Equity Exception(ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) Parent has and Merger Sub have the requisite real estate investment trust corporate right, power and authority to enter into and to perform its obligations under this Agreement and, subject to obtaining the affirmative vote of not less than a majority of Required Parent Stockholder Vote and the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance Required Merger Sub Stockholder Vote (each as defined in connection with the Company Merger (the “Parent Shareholder Approval”Section 3.19), to consummate the Transactionsperform their respective obligations under this Agreement. The Parent Board has (at a meeting duly adopted resolutions called and held) has: (a) unanimously determined that the Merger is advisable and fair to, and in the best interests of, Parent and its stockholders; (ib) approving unanimously authorized and declaring advisable this Agreement and the Mergers and the other Transactions, (ii) approving approved the execution, delivery and performance of this Agreement andby Parent and unanimously approved the Merger; (c) unanimously authorized and approved an amendment to Parent’s articles of incorporation increasing the authorized capitalization and effectuating the Reverse Stock Split (“Parent’s Amended Articles”); (d) unanimously approved, subject and recommended to obtaining the Parent Shareholder ApprovalParent’s stockholders for approval, the consummation by Parent of the Transactions, (iii) directing that, subject to the terms and conditions of this Agreement, the Parent Share Issuance be submitted to the shareholders of Parent for their approval, Reverse Stock Split; and (ive) resolving to, subject to the terms and conditions of this Agreement, recommend unanimously recommended the approval of the Parent Share Issuance by Merger and the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Company. The execution and delivery adoption of this Agreement by Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part approval of Parent, and no other trust or corporate proceedings on ’s Amended Articles by the part holders of Parent are necessary to authorize Common Stock and directed that Parent’s Amended Articles, the execution, delivery and performance by Parent of Reverse Stock Split this Agreement other than, with respect to consummation of and the Company Merger, obtaining Merger be submitted for consideration by Parent’s stockholders at the Parent Shareholder ApprovalStockholders’ Meeting (as defined in Section 5.3). This Agreement has been duly executed and delivered on behalf of the Parent Parties and, assuming Assuming the due authorization, execution and delivery of this Agreement on behalf of by the Parent PartiesCompany, this Agreement constitutes the legal, valid and binding obligation of ParentParent and Merger Sub, enforceable against the Parent Parties and Merger Sub in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency, the Bankruptcy relief of debtors and Equity Exceptioncreditors’ rights generally; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) Parent has the requisite real estate investment trust and Merger Sub have all necessary corporate power and authority to enter into and to perform its their respective obligations under this Agreement andand to consummate the Contemplated Transactions, subject only to (i) the affirmative vote adoption of not less than this Agreement by Parent in its capacity as sole stockholder of Merger Sub, (ii) the adoption and approval of the Parent Common Stock Issuance by the Required Parent Stockholder Vote and (iii) if applicable, the adoption and approval of an amendment to Parent’s certificate of incorporation to effect the Parent Reverse Stock Split by a majority of the votes cast by the holders outstanding shares of the outstanding Parent Common Shares Stock entitled to vote on the matter at the Parent Shareholders Meeting proposal to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), to consummate the TransactionsReverse Stock Split. The board of directors of Parent Board has (at a meeting duly adopted resolutions unanimously called and held) has, by unanimous vote of all directors of Parent: (ia) approving determined that the Merger is advisable and declaring advisable this Agreement fair to, and in the Mergers best interests of, Parent and the other Transactions, its stockholders; (iib) approving authorized and approved the execution, delivery and performance of this Agreement and, subject to obtaining the Parent Shareholder Approval, the consummation by Parent of and approved the Transactions, (iii) directing that, subject to the terms and conditions of this Agreement, the Parent Share Issuance be submitted to the shareholders of Parent for their approval, Merger; and (ivc) resolving to, subject to the terms and conditions of this Agreement, recommend recommended the approval of the Parent Share Common Stock Issuance by the shareholders holders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Company. The execution Common Stock and delivery of this Agreement by Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation of the Company Merger, obtaining directed that the Parent Shareholder ApprovalCommon Stock Issuance be submitted for adoption by Parent’s stockholders at the Parent Stockholders’ Meeting. This Agreement has been duly executed and delivered on behalf of the by Parent Parties and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement on behalf of by the Parent Parties, Company constitutes the legal, valid and binding obligation of ParentParent and Merger Sub, enforceable against the Parent Parties and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) Parent has the requisite real estate investment trust corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), to consummate the TransactionsAgreement. The Parent Board board of directors of Parent, at a meeting duly called and held, has duly adopted resolutions unanimously (i) approving authorized and declaring advisable this Agreement and the Mergers and the other Transactions, (ii) approving approved the execution, delivery and performance of this Agreement and, subject to obtaining the Parent Shareholder Approval, the consummation by Parent of the Transactions, (iii) directing that, subject to the terms and conditions of this Agreement, the Parent Share Issuance be submitted to the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the CompanyParent. The execution and delivery of this Agreement by Parent and the consummation by Parent of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation of the Company Merger, obtaining the Parent Shareholder ApprovalAgreement. This Agreement has been duly and validly executed and delivered on behalf of the by Parent Parties and, assuming the due authorization, execution and delivery of this Agreement on behalf of by the Parent PartiesCompany, constitutes the valid and binding obligation of Parent, enforceable against the Parent Parties 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. Purchaser is a newly formed, wholly-owned Subsidiary of Parent and has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement. The board of directors of Purchaser has authorized and approved the execution, delivery and performance of this Agreement by Purchaser. The execution and delivery of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Purchaser, and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement other than, with respect to the Bankruptcy Merger, the filing of the appropriate merger documents as required by the DGCL. Parent, as the sole stockholder of Purchaser, will vote to adopt this Agreement immediately after the execution and Equity Exceptiondelivery of this Agreement. This Agreement has been duly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to: (1) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (2) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) Each of Parent and Merger Sub has the requisite real estate investment trust all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), and to consummate the Contemplated Transactions. The Parent Board has (at meetings duly adopted resolutions unanimously called and held) has: (ia) approving determined that the Contemplated Transactions are fair to, advisable and declaring in the best interests of Parent and its stockholders; (b) approved and declared advisable this Agreement and the Mergers and the other Contemplated Transactions, (ii) approving including the execution, delivery and performance issuance of shares of Parent Common Stock to the members of the Company pursuant to the terms of this Agreement andAgreement; and (c) determined to recommend, subject to obtaining upon the Parent Shareholder Approval, the consummation by Parent of the Transactions, (iii) directing that, terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Stock to the members of the Company pursuant to the terms and conditions of this Agreement. The Merger Sub Board (by unanimous written consent) has: (x) determined that the Contemplated Transactions are fair to, the Parent Share Issuance be submitted to the shareholders of Parent for their approvaladvisable, and in the best interests of Merger Sub and its sole stockholder; (ivy) resolving todeemed advisable and approved this Agreement and the Contemplated Transactions; and (z) determined to recommend, upon the terms and subject to the terms and conditions of set forth in this Agreement, recommend that the approval stockholder of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse Merger Sub vote to the Company. The execution and delivery of adopt this Agreement by Parent and thereby approve the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation of the Company Merger, obtaining the Parent Shareholder ApprovalContemplated Transactions. This Agreement has been duly executed and delivered on behalf of the by Parent Parties and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement on behalf of by the Parent PartiesCompany, constitutes the legal, valid and binding obligation of ParentParent and Merger Sub, enforceable against the each of Parent Parties and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) Each of Parent and Merger Sub has the all requisite real estate investment trust corporate power and authority to enter into and and, subject to the receipt of the stockholder approval contemplated by Section 5.2, to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), to consummate the Transactions. The Parent 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 Parent Shareholder Approval, the consummation by Parent of the Transactions, (iii) directing that, subject to the terms and conditions of this Agreement, the Parent Share Issuance be submitted to the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Company. The execution and delivery of this Agreement by Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation of the Company Merger, obtaining the Parent Shareholder Approval. This Agreement has been duly executed and delivered on behalf of the Parent Parties and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Parent Parties, constitutes the legal, valid and binding obligation of ParentParent and Merger Sub, enforceable against the Parent Parties and Merger Sub in accordance with its terms, subject to (a) Legal Requirements of general application relating to bankruptcy, insolvency and the Bankruptcy relief of debtors, (b) rules of law governing specific performance, injunctive relief and Equity Exceptionother equitable remedies and (c) the approval of the stockholders of Parent. Parent 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 the Merger is in the best interests of Parent and its stockholders, (ii) approved, adopted and declared advisable this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) determined to make the Parent Recommendation to the stockholders of Parent. Merger Sub hereby represents that its Board of Managers, by unanimous written consent, approved and adopted this Agreement, declared it advisable and approved the Merger and the other transactions contemplated by this Agreement, and recommended that the Parent adopt this Agreement. Parent hereby represents that it, as the sole member of Merger Sub, will approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement immediately after the execution and delivery of this Agreement by the parties hereto.

Authority; Binding Nature of Agreement. (a) Parent The Company has the requisite real estate investment trust corporate power and authority authority, and has taken all corporate action necessary, to enter into execute and deliver and to perform its obligations under this Agreement andAgreement, subject to and assuming the affirmative vote representations and warranties in the second sentence of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”)Section 4.8 are true and correct, to consummate the Transactions, including the Offer and the Merger (subject, in the case of the Merger, if an Offer Termination has occurred, to the adoption of this Agreement by holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”)). The Parent Board of Directors has duly adopted resolutions unanimously (ia) approving and declaring advisable determined that this Agreement and the Mergers Transactions, including the Offer and the other TransactionsMerger, are fair to, and in the best interest of, the Company and its stockholders, (iib) approving declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and, subject to obtaining the Parent Shareholder Approval, and the consummation by Parent of the Transactions, (iii) directing thatincluding the Offer and the Merger and no other corporate proceedings on the part of the Company or vote of the Company’s stockholders are necessary to authorize the consummation of the Transactions, subject to other than, in the terms and conditions case of this Agreementthe Merger, if an Offer Termination has occurred, the Parent Share Issuance Company Stockholder Approval, (d) resolved that (i) if the Offer Acceptance Time occurs, the Merger shall be submitted to effected under Section 251(h) of the shareholders DGCL and will be effected as soon as practicable following the consummation of Parent for their approvalthe Offer, and (ivii) resolving toif an Offer Termination occurs, subject the Merger will be governed by Section 251(c) of the DGCL and (e) resolved to recommend that the stockholders of the Company tender their Shares to Parent or Purchaser, as applicable, pursuant to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”)Offer, which resolutions, except as permitted under unless the Board of Directors has made a Company Adverse Recommendation Change in accordance with Section 5.36.1(b), have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent as of the Company. The execution and delivery date of this Agreement by Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation of the Company Merger, obtaining the Parent Shareholder ApprovalAgreement. This Agreement has been duly executed and delivered on behalf of by the Parent Parties andCompany, and assuming the due authorization, execution and delivery of by Parent and Purchaser, this Agreement on behalf of the Parent Parties, constitutes the legal, valid and binding obligation of Parent, the Company and is enforceable against the Parent Parties 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 Bankruptcy and Equity ExceptionOffer 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) Parent The Company has the requisite real estate investment trust corporate power and authority to enter into and to deliver and perform its obligations under this Agreement and, subject only to adoption of this Agreement by the affirmative vote holders of not less than a majority of the votes cast by the holders shares of the Company Common Stock outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with record date established for the Company Merger Stockholders Meeting (the “Parent Shareholder Company Stockholder Approval”), to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The Parent Board At a meeting duly called and held, the board of directors of the Company has duly unanimously adopted resolutions unanimously (ia) approving and declaring it advisable for the Company to enter into this Agreement and the Mergers and the other Transactions, (ii) approving the execution, delivery and performance of this Agreement and, subject to obtaining by the Parent Shareholder Approval, Company and the consummation by Parent the Company of the Transactions, Merger and the other transactions contemplated by this Agreement and (iiib) directing that, subject that the adoption of this Agreement be submitted to the terms stockholders of the Company for their consideration at the Company Stockholders Meeting and conditions recommending that the stockholders of the Company adopt this Agreement (such resolutions, the “Company Recommendation”), and, as of the date of this Agreement, the Parent Share Issuance be submitted to the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, such resolutions have not been subsequently rescinded, modified or withdrawn or modified in a manner adverse to the Companyany way. The execution execution, delivery and delivery performance of this Agreement by Parent the Company and the consummation by Parent the Company of the Transactions transactions contemplated by this Agreement have been duly and validly authorized by all necessary trust or corporate action on the part of Parentthe Company, and no other trust or corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement, the execution, delivery and performance by Parent the Company of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement other than, with respect to consummation the Merger, the Company Stockholder Approval and the filing of the Company Merger, obtaining certificate of merger as required by the Parent Shareholder ApprovalDGCL and the DLLCA. This Agreement has been duly and validly executed and delivered on behalf of the Parent Parties Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Parent Partiesand Merger Sub, constitutes the legal, valid and binding obligation of Parentthe Company, enforceable against the Parent Parties Company in accordance with its terms, subject to: (i) Laws of general application relating to the Bankruptcy bankruptcy, insolvency, reorganization, moratorium and Equity Exceptionother Laws affecting creditors’ rights generally; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) Parent has and Merger Sub have the requisite real estate investment trust corporate right, power and authority to enter into and to perform its their respective obligations under this Agreement and, subject to the affirmative Agreement. The Board of Directors of Parent (at a meeting duly called and held) has (a) determined by a unanimous vote of not less than a majority the directors present that the Merger is advisable and fair and in the best interests of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), to consummate the Transactions. The Parent Board has duly adopted resolutions unanimously (i) approving and declaring advisable this Agreement and the Mergers and the other Transactionsits stockholders, (iib) approving approved the execution, delivery and performance of this Agreement and, subject to obtaining and the Parent Shareholder Approval, the consummation Escrow Agreement by Parent (including the contemplated issuance of Parent Common Stock in the Merger in accordance with this Agreement), (c) unanimously by a unanimous vote of the Transactions, directors present recommended (iiii) directing that, subject to the terms and conditions of this Agreement, the Parent Share Issuance be submitted to the shareholders of Parent for their approval, Amendment and (ivii) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the issuance of Parent Share Issuance Common Stock in the Merger by the shareholders holders of Parent Common Stock (the “"Parent Board Recommendation”"), which resolutions, except and (d) directed that approval of the Amendment and such issuance be submitted for consideration by Parent's stockholders at the Parent Stockholders' Meeting (as permitted under defined in Section 5.3, have 5.2(a)). The Parent Board Recommendation has not been subsequently rescindedwithdrawn, withdrawn revoked or modified in a manner adverse to the Companymodified. The execution execution, delivery and delivery performance by Merger Sub of this Agreement by Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part of ParentMerger Sub and its Board of Directors and sole stockholder. Other than the Parent Stockholders' Meeting, and no other trust or corporate proceedings on the part of by Parent or Merger Sub are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation of or consummate the Company Merger, obtaining the Parent Shareholder Approvaltransactions contemplated hereby. This Agreement has been duly executed and delivered on behalf of the by Parent Parties and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Parent Parties, Merger Sub and constitutes the legal, valid and binding obligation of ParentParent and Merger Sub, enforceable against the Parent Parties them in accordance with its terms, subject to (x) laws of general application relating to bankruptcy, insolvency and the Bankruptcy relief of debtors, and Equity Exception(y) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) Parent has the requisite real estate investment trust Each of PTI and Merger Sub and each PTI Subsidiary have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), to consummate the TransactionsAgreement. The Parent PTI Board has duly adopted resolutions unanimously (i) approving and declaring advisable this Agreement of Directors and the Mergers Board of Directors of Merger Sub (at meetings duly called and held) has: (a) determined that the other TransactionsContemplated Transactions are advisable and fair to and in the best interests of such Party and its stockholders; (b) duly authorized and approved by all necessary corporate action, (ii) approving the execution, delivery and performance of this Agreement andand the transactions contemplated hereby, subject to obtaining including the Parent Shareholder Approval, Contemplated Transactions; and (c) recommended the consummation adoption and approval of this Agreement by Parent the holders of the Transactions, (iii) directing that, subject to the terms PTI Common Stock and conditions of directed that this Agreement, the Parent Share Issuance Reverse Split and the issuance of shares of PTI Common Stock in the Contemplated Transactions be submitted to for consideration by PTI’s stockholders at the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Company. The execution and delivery of this Agreement by Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation of the Company Merger, obtaining the Parent Shareholder ApprovalPTI Stockholders’ Meeting. This Agreement has been duly executed and delivered on behalf of the Parent Parties by PTI and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement on behalf of by the Parent PartiesCompany, constitutes the legal, valid and binding obligation of ParentPTI and Merger Sub (as applicable), enforceable against the Parent Parties PTI or Merger Sub (as applicable) 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. Prior to the Bankruptcy execution of the PTI Stockholder Support Agreements, the PTI Board of Directors approved the PTI Stockholder Support Agreements and Equity Exceptionthe transactions contemplated thereby. Merger Sub was formed solely to facilitate the Merger and has no assets, liabilities or operations except in connection therewith.

Authority; Binding Nature of Agreement. (a) Parent The Company has the all requisite real estate investment trust corporate power and authority authority, and has taken all corporate action necessary, to enter into execute and deliver and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), and to consummate the Transactions. The Parent Board has duly adopted resolutions unanimously (i) approving and declaring advisable this Agreement and Except for the Mergers and the other Transactions, (ii) approving the execution, delivery and performance of this Agreement and, subject to obtaining the Parent Shareholder Approval, the consummation by Parent filing of the TransactionsCertificate of Merger, (iii) directing that, subject to the terms and conditions of this Agreement, the Parent Share Issuance be submitted to the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Company. The execution and delivery of this Agreement by Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent 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 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 Parent the Company of this Agreement other than, with respect to and the consummation of the Company Transactions, including the Offer and the Merger, obtaining (d) resolved that the Merger may be effected pursuant to Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the Acceptance Time and (e) resolved to recommend that the stockholders of the Company tender their Shares to Parent Shareholder Approvalor Purchaser, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions have not been subsequently amended, withdrawn or modified as of the date of this Agreement. This Agreement has been duly executed and delivered on behalf of by the Parent Parties andCompany, and assuming the due authorization, execution and delivery of by Parent and Purchaser, this Agreement on behalf of the Parent Parties, constitutes the legal, valid and binding obligation of Parent, the Company and is enforceable against the Parent Parties 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. If the Bankruptcy and Equity ExceptionMerger is consummated in accordance with Section 251(h) of the DGCL 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) Parent The Company has the requisite real estate investment trust corporate power and authority to enter into execute and to perform its obligations under deliver this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), and to consummate the Transactions. The Parent Board has duly adopted resolutions unanimously (i) approving and declaring advisable this Agreement and , subject, in the Mergers and case of the other Transactionsconsummation of the Merger, (ii) approving the execution, delivery and performance of this Agreement and, subject to obtaining the Parent Shareholder ApprovalRequired Company Stockholder Vote, the consummation by Parent of the Transactions, (iii) directing that, subject to the terms and conditions of this Agreement, the Parent Share Issuance be submitted to the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Companyif necessary. The execution and delivery of this Agreement by Parent the Company and the consummation by Parent the Company of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Parent, the Company and no other trust or corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement or to consummate the executionTransactions, delivery subject, in the case of the consummation of the Merger, to obtaining the Required Company Stockholder Vote, if necessary. The Board of Directors of the Company (at a meeting duly called and performance by Parent held at which all directors of the Company were present) has duly and unanimously adopted resolutions (a) determining that the terms of this Agreement other than, with respect and the Transactions are fair to consummation and in the best interests of the Company Mergerand its stockholders, obtaining (b) approving and declaring advisable this Agreement and the Parent Shareholder ApprovalTransactions in accordance with the requirements of the DGCL, (c) making the Company Board Recommendation and (d) to the extent necessary, having the effect of causing the Company not to be subject to any Takeover Law that might otherwise apply to the Merger or any of the other Transactions. This Agreement has been duly executed and delivered on behalf by the Company, constitutes the legal, valid and binding obligations of the Parent Parties Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of the by Parent Partiesand Purchaser, constitutes the valid and binding obligation of Parent, is enforceable against the Parent Parties Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the Bankruptcy relief of debtors and Equity Exception(ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Prior to the execution of the Stockholder Tender Agreements, the Board of Directors of the Company approved the Stockholder Tender Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. (a) Parent The Company has the all requisite real estate investment trust corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to the adoption of this Agreement by the affirmative vote (in person or by proxy) of not less than the holders of a majority of the votes cast by the holders voting power of the outstanding Parent shares of Company Common Shares Stock entitled to vote on the such matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger a stockholders’ meeting duly called and held for such purpose or any adjournment or postponement thereof (the “Parent Shareholder Company Stockholder Approval”), to consummate the Transactionsperform its obligations hereunder. The Parent Board has Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s or any of its Subsidiaries’ capital stock or other securities necessary to adopt this Agreement and approve the transactions contemplated hereby, including the Merger. The Company Board, at a meeting duly called and held on or prior to the date hereof, duly and unanimously adopted resolutions unanimously by which the Company Board: (i) approving approved and declaring declared advisable this Agreement and the Mergers transactions contemplated hereby, including the Merger; (ii) determined that the Merger and the other Transactions, transactions contemplated by this Agreement are in the best interests of the Company and the stockholders of the Company; (iiiii) approving authorized and approved the execution, delivery and performance of this Agreement and, subject to obtaining and the Parent Shareholder Approval, Merger on the consummation by Parent of the Transactions, (iii) directing that, terms and subject to the terms conditions set forth herein; (iv) resolved to recommend that the stockholders of the Company adopt this Agreement (such recommendation, the “Company Board Recommendation”); and conditions (v) directed that this Agreement be submitted to the stockholders of the Company for their adoption at a duly held meeting of such stockholders for such purpose. As of the date of this Agreement, the Parent Share Issuance be submitted resolutions referred to in the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, preceding sentence have not been subsequently rescinded, withdrawn modified, amended or modified in a manner adverse to the Company. The execution and delivery of this Agreement by Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation of the Company Merger, obtaining the Parent Shareholder Approval. This Agreement has been duly executed and delivered on behalf of the Parent 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 Parent, enforceable against the Parent Parties in accordance with its terms, subject to the Bankruptcy and Equity Exceptionwithdrawn.

Authority; Binding Nature of Agreement. (a) Parent The Company has the requisite real estate investment trust necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), and to consummate the Transactionstransactions contemplated by this Agreement, subject only to the adoption of this Agreement by the Requisite Stockholder Approval and assuming the accuracy of Parent’s representations and warranties set forth in Section 4.6. The Parent Company Board (at a meeting duly called and held or by unanimous written consent) has duly adopted resolutions unanimously unanimously: (ia) approving determined that the Merger is advisable and declaring advisable this Agreement fair to, and in the Mergers best interests of, the Company and the other Transactions, its stockholders; (iib) approving authorized and approved the execution, delivery and performance of this Agreement andby 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 be submitted for adoption by the Company’s stockholders at the Company Stockholder Meeting (the “Company Board Recommendation”); and (d) to the extent necessary and assuming the accuracy of Parent’s representations and warranties set forth in Section 4.6, adopted a resolution having the effect of causing the Company not to be subject to obtaining any state takeover law or similar Law that might otherwise apply to the Parent Shareholder Approval, the consummation by Parent Merger or any of the Transactions, (iii) directing that, subject to other transactions contemplated by this Agreement. As of the terms and conditions date of this Agreement, the Parent Share Issuance be submitted to the shareholders none of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, such board actions or board resolutions have not been subsequently rescinded, modified or withdrawn or modified in a manner adverse to the Companyany way. The execution and delivery of this Agreement by Parent the Company and the consummation by Parent the Company of the Transactions Merger and other transactions contemplated by this Agreement have been duly authorized by all necessary trust or corporate action on the part of the Company, and, assuming the accuracy of Parent’s representations and warranties set forth in Section 4.6, and no other trust or corporate proceedings on the part of Parent the Company are necessary to authorize the execution, delivery and or performance by Parent of this Agreement by the Company, in each case other than, with respect to the consummation of the Company Merger, obtaining the Parent Shareholder Approvalreceipt of the Requisite Stockholder Approval and the filing of the certificate of merger as required by the DGCL. This Agreement has been duly executed and delivered on behalf of by the Parent Parties and, assuming the due authorization, execution Company and delivery of this Agreement on behalf of the Parent Parties, constitutes the legal, valid and binding obligation of Parentthe Company, enforceable against the Parent Parties Company in accordance with its terms, subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) Parent The Company has the requisite real estate investment trust power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Parent Company Common Shares entitled to vote on the matter at the Parent Company Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger this Agreement (the “Parent Company Shareholder Approval”), to consummate the Transactions. The Parent 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 Parent Company Shareholder Approval, the consummation by Parent the Company of the Transactions, including the Company Merger, (iii) directing that, subject to the terms and conditions of this Agreement, the Parent Share Issuance Company Merger be submitted to the shareholders of Parent the Company for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance Company Merger by the shareholders of Parent the Company (the “Parent Company Board Recommendation”), which resolutions, except as permitted under Section 5.35.2, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the CompanyParent. The execution and delivery of this Agreement by Parent the Company and the consummation by Parent the Company of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Parentthe Company, and no other trust or corporate proceedings on the part of Parent the Company are necessary to authorize the execution, delivery and performance by Parent the Company of this Agreement other than, with respect to consummation of the Company Merger, obtaining the Parent Company Shareholder Approval. This Agreement has been duly executed and delivered on behalf of the Parent 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 Parentthe Company Parties, enforceable against the Parent Company Parties in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Binding Nature of Agreement. (a) Parent The Company has the requisite real estate investment trust all necessary corporate power and authority to enter into into, deliver and to perform its obligations under this Agreement and, subject to assuming the affirmative vote of not less than a majority Merger is consummated in accordance with Section 251(h) of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”)DGCL, to consummate the Transactions. The Parent At a meeting duly called and held at which all directors were present, the Company Board has duly adopted has, by resolutions unanimously and duly adopted: (ia) approving and declaring advisable determined that this Agreement and the Mergers Transactions, including the Offer and the other TransactionsMerger, are advisable, fair to and in the best interest of, the Company and its stockholders; (iib) approving declared it advisable to enter into this Agreement; (c) approved the execution, delivery and performance by the Company of this Agreement and, subject to obtaining the Parent Shareholder Approval, and the consummation by Parent of the Transactions, including the Offer and the Merger; (iiid) directing that, subject agreed that the Merger shall be effected 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 pursuant to the terms and conditions of this AgreementOffer. Subject to Section 6.1, the Parent Share Issuance be submitted to the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval none of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, foregoing resolutions 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. The Company and the execution and delivery by the Company of this Agreement by Parent and the consummation by Parent the Company of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Parentthe 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 trust or corporate proceedings on the part of Parent the Company are necessary to authorize the execution, execution and delivery and performance by Parent of this Agreement other than, with respect to or the consummation of the Company Merger, obtaining the Parent Shareholder ApprovalTransactions. This Agreement has been duly executed and delivered on behalf of the Parent Parties and, assuming the Assuming due authorization, execution and delivery of by Parent and Purchaser, this Agreement on behalf of the Parent Parties, constitutes the legal, valid and binding obligation of Parent, the Company and is enforceable against the Parent Parties Company in accordance with its terms, except as such enforcement may be subject to the Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionother similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles.

Authority; Binding Nature of Agreement. (a) Parent has the requisite real estate investment trust power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), to consummate the TransactionsAgreement. The board of directors of Parent Board has duly adopted resolutions unanimously (i) approving and declaring advisable determined that the transactions contemplated by this Agreement are fair to, and in the Mergers best interests of, Parent and the other Transactions, (ii) approving authorized and approved the execution, delivery and performance of this Agreement and, subject to obtaining the Parent Shareholder Approval, the consummation by Parent of the Transactions, (iii) directing that, subject to the terms and conditions of this Agreement, the Parent Share Issuance be submitted to the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the CompanyParent. The execution and delivery of this Agreement by Parent and the consummation by Parent of the Transactions transactions contemplated by this Agreement have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize this Agreement. The execution and delivery of each other agreement referred to herein to which Parent is a party by Parent and the execution, delivery and performance consummation by Parent of the transactions contemplated thereby have been (or will be when such agreement is executed and delivered) duly authorized by all necessary action on the part of Parent, and no other proceedings on the part of Parent are necessary to authorize this Agreement other than, with respect to consummation of the Company Merger, obtaining the Parent Shareholder ApprovalAgreement. This Agreement has been duly executed and delivered on behalf of the Parent Parties and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Parent PartiesCompany, constitutes the valid and binding obligation of Parent, enforceable against the Parent Parties in accordance with its terms, subject to the Bankruptcy Enforceability Exceptions. Each other agreement referred to herein to which Parent is a party has been (or will be when such agreement is executed and Equity Exceptiondelivered) duly executed and delivered on behalf of Parent and, assuming the due authorization, execution and delivery of such agreement by the other parties thereto, constitutes (or will constitute when such agreement is executed and delivered) the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Enforceability Exceptions.

Authority; Binding Nature of Agreement. (a) Parent Each Acquired Corporation has the all requisite real estate investment trust corporate right, power and authority to enter into execute, deliver and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority each of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), Transaction Documents and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement, subject only to adoption of this Agreement by the Requisite Stockholder Approval (as defined in Section 2.23). The Parent Company Board (at a meeting duly called and held) has unanimously: (a) determined that the Merger is in the best interests of the Company and its stockholders; and (b) declared this Agreement, the Merger and the other transactions contemplated by this Agreement advisable. The Company Board (at a meeting duly adopted resolutions unanimously called and held) has unanimously: (i) approving authorized and declaring advisable this Agreement and the Mergers and the other Transactions, (ii) approving approved the execution, delivery and performance of this Agreement and, subject to obtaining by the Parent Shareholder Approval, the consummation by Parent of the Transactions, (iii) directing that, subject to the terms Company and conditions of approved this Agreement, the Parent Share Issuance be submitted to Merger and the shareholders of Parent for their approval, other transactions contemplated by this Agreement; and (ivii) resolving to, subject to recommended the terms and conditions adoption of this Agreement, recommend Agreement and the approval of the Parent Share Issuance Merger by the shareholders holders of Parent (Company Common Stock and directed that this Agreement and the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Merger be submitted for consideration by the Company. The execution and delivery of this Agreement by Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation of ’s stockholders at the Company Merger, obtaining the Parent Shareholder ApprovalStockholders’ Meeting (as defined in Section 5.2(a)). This Agreement and each other Transaction Document has been duly and validly executed and delivered on behalf by each of the Parent Parties applicable Acquired Corporations and, assuming the due authorization, execution and delivery by Parent and Merger Sub of this Agreement on behalf of the and each other Transaction Document to which Parent Partiesor Merger Sub is a party, constitutes the legal, valid and binding obligation of Parentthe Company and each other applicable Acquired Corporation, enforceable against the Parent Parties Company and each other applicable Acquired Corporation in accordance with its terms, subject to: (A) laws of general application relating to bankruptcy, insolvency and the Bankruptcy relief of debtors; and Equity Exception(B) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) Parent has the requisite real estate investment trust corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority receipt of the votes cast by the holders of the outstanding Required Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”)Stockholder Vote, to consummate the TransactionsMergers. The Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.23, on or prior to the date hereof, the Parent Board has duly adopted resolutions unanimously unanimously: (i) approving duly and declaring validly authorized and approved the execution, the delivery and, subject to the receipt of the Required Parent Stockholder Vote, the performance of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared advisable this Agreement and the Mergers and transactions contemplated by this Agreement, including the other Transactions, Mergers; (iiiv) approving the execution, delivery and performance of this Agreement and, subject to obtaining the Parent Shareholder Approval, the consummation by Parent of the Transactions, (iii) directing that, subject to the terms and conditions hereof, approved the issuance of shares of Parent Class A Common Stock in the First Merger as contemplated by this Agreement, Agreement (the “Parent Share Issuance”); and (v) directed that the Parent Share Issuance be submitted to the shareholders a vote of Parent for their approvalParent’s stockholders, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend recommended the approval of the Parent Share Issuance for purposes of the rules and regulations of Nasdaq by the shareholders holders of shares of Parent Common Stock (the “Parent Board Recommendation”), which resolutionsand resolved to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus, except as permitted under subject to Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to 4.3. Assuming the accuracy of the Company. The ’s representations and warranties set forth in Section 2.23, the execution and delivery of this Agreement by Parent and the consummation by Parent of the Transactions Mergers and other transactions contemplated by this Agreement have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize this Agreement, in each case other than the execution, delivery and performance by Parent adoption of this Agreement other thanby Parent as the sole stockholder of Acquisition Sub I and the sole member of Acquisition Sub II (which shall occur immediately following the execution of this Agreement) and, with respect to consummation the Parent Share Issuance, the receipt of the Company Merger, obtaining the Required Parent Shareholder ApprovalStockholder Vote. This Agreement has been duly executed and delivered on behalf of the Parent Parties and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Parent PartiesCompany, constitutes the valid and binding obligation of Parent, enforceable against the Parent Parties in accordance with its terms, subject to the Bankruptcy and Equity General Enforceability Exception.

Authority; Binding Nature of Agreement. (a) Each of Parent and Merger Sub has the requisite real estate investment trust all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), and to consummate the Contemplated Transactions. The Parent Board has (at meetings duly adopted resolutions unanimously called and held) has: (ia) approving determined that the Contemplated Transactions are fair to, advisable and declaring in the best interests of Parent and its stockholders, (b) approved and declared advisable this Agreement and the Mergers and the other Contemplated Transactions, (ii) approving including the execution, delivery issuance of shares of Parent Common Stock and performance Parent Pre-Funded Warrants to the stockholders of the Company pursuant to the terms of this Agreement andand (c) determined to recommend, subject to obtaining upon the Parent Shareholder Approval, the consummation by Parent of the Transactions, (iii) directing that, terms and subject to the terms and conditions of set forth in this Agreement, that the Parent Share Issuance be submitted to the shareholders stockholders of Parent for their approvalvote to approve the Contemplated Transactions, and (iv) resolving toand, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Company. The execution and delivery of this Agreement if deemed necessary by Parent and the consummation by Parent of Company, the Transactions have been duly authorized by all necessary trust or corporate action on Nasdaq Reverse Split pursuant to the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent terms of this Agreement. The Merger Sub Board (by unanimous written consent) has: (x) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Merger Sub and its sole stockholder, (y) deemed advisable and approved this Agreement other thanand the Contemplated Transactions and (z) determined to recommend, with respect upon the terms and subject to consummation the conditions set forth in this Agreement, that the stockholder of Merger Sub vote to adopt this Agreement and thereby approve the Company Merger, obtaining the Parent Shareholder ApprovalContemplated Transactions. This Agreement has been duly executed and delivered on behalf of the Parent Parties by Xxxxxx and Xxxxxx Sub and, assuming the due authorization, execution and delivery of this Agreement on behalf of by the Parent PartiesCompany, constitutes the legal, valid and binding obligation of ParentParent and Merger Sub, enforceable against the each of Parent Parties and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) Parent The Company has the all requisite real estate investment trust corporate power and authority to enter into execute and deliver and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), and to consummate the Transactions. The Parent Board has duly adopted resolutions unanimously (i) approving and declaring advisable this Agreement and Except for the Mergers and the other Transactions, (ii) approving the execution, delivery and performance of this Agreement and, subject to obtaining the Parent Shareholder Approval, the consummation by Parent filing of the Transactions, (iii) directing that, subject to certificate of merger with the terms and conditions Secretary of this Agreement, the Parent Share Issuance be submitted to the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval State of the Parent Share Issuance by the shareholders State of Parent (the “Parent Board Recommendation”)New York, which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Company. The execution and delivery of this Agreement by Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust corporate actions or corporate proceedings on the part of Parent 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, the Merger and the Top-Up Option, are fair to, and in the best interest of, the Company and its shareholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by Parent the Company of this Agreement other than, with respect to and the consummation of the Transactions, including the Offer, the Merger and the Top-Up Option, (d) resolved that the Merger shall be effected pursuant to Section 905 of the NYBCL and (e) resolved to recommend that the shareholders of the Company Mergertender their Shares to Parent or Merger Sub, obtaining as applicable, pursuant to the Parent Shareholder ApprovalOffer, and to include the Company Board Recommendation in the Schedule 14D-9 when filed with the SEC and disseminated to the Company’s shareholders, which resolutions, subject to Section 6.1, have not been subsequently amended, withdrawn or modified as of the date of this Agreement. This Agreement has been duly executed and delivered on behalf of by the Parent Parties andCompany, and assuming the due authorization, execution and delivery of by Xxxxxx and Merger Sub, this Agreement on behalf of the Parent Parties, constitutes the legal, valid and binding obligation of Parent, the Company and is enforceable against the Parent Parties 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. If the Bankruptcy and Equity ExceptionMerger is consummated in accordance with Section 905 of the NYBCL as contemplated hereby, no vote of the Company’s shareholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. (a) Parent The Company has the requisite real estate investment trust corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), and to consummate the Transactions. The Parent Board has duly adopted resolutions unanimously (i) approving and declaring advisable this Agreement and Offer, the Mergers Merger and the other Transactions, (ii) approving transactions contemplated herein and the execution, delivery and performance by the Company of this Agreement and, subject to obtaining the Parent Shareholder Approval, the consummation by Parent of the Transactions, (iii) directing that, subject to the terms and conditions of this Agreement, the Parent Share Issuance be submitted to the shareholders of Parent for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Company. The execution and delivery of this Agreement by Parent and the consummation by Parent the Company of the Transactions Offer, the Merger and the other transactions contemplated herein have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part Company. (b) The Board of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation 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, (ii) approved and declared advisable this Agreement, the Offer, the Merger and the other transactions contemplated herein in accordance with the requirements of the DGCL, (iii) resolved to recommend that stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer, (iv) resolving 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, obtaining this Agreement, the Parent Shareholder ApprovalSupport 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 Merger or any of the other transactions contemplated by this Agreement, which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered on behalf by the Company and constitutes the legal, valid and binding obligation of the Parent Parties Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of the by Parent Partiesand Purchaser, constitutes the valid and binding obligation of Parent, is enforceable against the Parent Parties Company in accordance with its terms, subject to (x) laws of general application relating to bankruptcy, insolvency and the Bankruptcy relief of debtors, and Equity Exception(y) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) Parent and each of its Subsidiaries has the requisite real estate investment trust all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), and to consummate the Contemplated Transactions. The Parent Board (at a meeting or meetings duly called and held and at which all members were present) has duly adopted resolutions unanimously unanimously: (i) approving determined that the Contemplated Transactions are fair to, advisable and declaring in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Mergers and the other Contemplated Transactions, (ii) approving including the execution, delivery and performance issuance of shares of Parent Common Stock to the stockholders of the Company pursuant to the terms of this Agreement and, subject to obtaining the Parent Shareholder Approval, the consummation by Parent of the Transactions, Agreement; and (iii) directing thatdetermined to recommend, upon the terms and subject to the terms and conditions of set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Share Issuance be submitted to Stockholder Matters. The Merger Sub Board (by unanimous written consent) has: (A) determined that the shareholders of Parent for their approvalContemplated Transactions are fair to, advisable, and in the best interests of Merger Sub and its sole stockholder; (ivB) resolving toauthorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the terms and conditions of set forth in this Agreement, recommend that the approval stockholder of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”), which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse Merger Sub vote to the Company. The execution and delivery of adopt this Agreement by Parent and thereby approve the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Contemplated Transactions. Parent, and no other trust or corporate proceedings on in its capacity as the part sole stockholder of Parent are necessary to authorize the executionMerger Sub, delivery and performance has by Parent of written consent duly approved votes adopting this Agreement other than, with respect to consummation of and approving the Company Merger, obtaining the Parent Shareholder Approval. This Agreement has been duly executed and delivered on behalf of the Parent 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 Parent, enforceable against the Parent Parties in accordance with its terms, subject to the Bankruptcy and Equity ExceptionContemplated Transactions.

Authority; Binding Nature of Agreement. (a) Parent The Company has the requisite real estate investment trust corporate power and authority authority, and has taken all corporate action necessary, to enter into execute and deliver and to perform its obligations under this Agreement andAgreement, subject to and assuming the affirmative vote representations and warranties in the second sentence of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”)Section 4.8 are true and correct, to consummate the Transactions, including the Offer and the Merger (subject, in the case of the Merger, if an Offer Termination has occurred, to the adoption of this Agreement by holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”)). The Parent Board of Directors has duly adopted resolutions unanimously (ia) approving and declaring advisable determined that this Agreement and the Mergers Transactions, including the Offer and the other TransactionsMerger, are fair to, and in the best interest of, the Company and its stockholders, (iib) approving declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and, subject to obtaining the Parent Shareholder Approval, and the consummation by Parent of the Transactions, (iii) directing thatincluding the Offer and the Merger and no other corporate proceedings on the part of the Company or vote of the Company’s stockholders are necessary to authorize the consummation of the Transactions, subject to other than, in the terms and conditions case of this Agreementthe Merger, if an Offer Termination has occurred, the Parent Share Issuance Company Stockholder Approval, (d) resolved that (i) if the Offer Acceptance Time occurs, the Merger shall be submitted to effected under Section 251(h) of the shareholders DGCL and will be effected as soon as practicable following the consummation of Parent for their approvalthe Offer, and (ivii) resolving toif an Offer Termination occurs, subject the Merger will be governed by Section 251(c) of the DGCL and (e) resolved to recommend that the stockholders of the Company (1) accept the Offer and tender their Shares to Purchaser pursuant to the terms Offer and conditions of (2) adopt this Agreement, recommend the approval Agreement at any meeting of the Parent Share Issuance by the shareholders of Parent (the “Parent Board Recommendation”)Company’s stockholders held for such purpose and any adjournment or postponement thereof, which resolutions, except as permitted under unless the Board of Directors has made a Company Adverse Recommendation Change in accordance with Section 5.36.1(b), have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent as of the Company. The execution and delivery date of this Agreement by Parent and the consummation by Parent of the Transactions have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance by Parent of this Agreement other than, with respect to consummation of the Company Merger, obtaining the Parent Shareholder ApprovalAgreement. This Agreement has been duly executed and delivered on behalf of by the Parent Parties andCompany, and assuming the due authorization, execution and delivery of by Xxxxxx and Purchaser, this Agreement on behalf of the Parent Parties, constitutes the legal, valid and binding obligation of Parent, the Company and is enforceable against the Parent Parties 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 Bankruptcy and Equity ExceptionOffer 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.