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

Authority; Binding Nature of Agreement. (a) The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. The Company Board has duly and unanimously adopted resolutions by which the Company Board has: (i) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are advisable, fair to and in the best interests of the Company and its stockholders; (ii) authorized and approved the execution, delivery and performance of this Agreement, the Offer and the Merger on the terms and subject to the conditions set forth herein; (iii) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares to Purchaser pursuant to the Offer; and (iv) authorized that the Merger be effected pursuant to Section 251(h) of the DGCL and effected as soon as practicable following the consummation of the Offer. Assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performance, injunctive relief and other equitable remedies. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to enter into and to perform its their respective obligations under this AgreementAgreement and, subject to the receipt of Parent Stockholder Approval and the Parent Consent, to consummate the Merger and the other transactions contemplated hereby, including the Stock Issuance. The Company Board has duly execution and unanimously adopted resolutions delivery of this Agreement by which Xxxxxx and Merger Sub and the Company Board has: (i) determined that consummation by Xxxxxx and Merger Sub of the Merger and the other transactions contemplated by this Agreement, including the Offer Stock Issuance, have been duly authorized by all necessary corporate action on the part of the Parent Parties (other than the receipt of Parent Consent, which will be obtained immediately following the execution of this Agreement, and with respect to the Stock Issuance, the receipt of Parent Stockholder Approval). (b) The Parent Board has unanimously (i) determined that this Agreement, the Merger and the Merger, other transactions contemplated by this Agreement are advisable, fair to and in the best interests of of, and are advisable to, Parent and the Company and its stockholders; Parent Stockholders, (ii) authorized approved and approved the execution, delivery and performance of declared advisable this Agreement, the Offer Stock Issuance and the Merger on the terms other transactions contemplated by this Agreement and subject to the conditions set forth herein; (iii) resolved to recommend that make the stockholders Parent Recommendation. Except in connection with a Parent Adverse Recommendation Change in accordance with Section 5.4, such resolutions of the Company accept Parent Board have not been rescinded, modified or withdrawn in any way. (c) This Agreement has been duly executed and delivered by Xxxxxx and Merger Sub and, assuming the Offer and tender their shares to Purchaser pursuant to the Offer; and (iv) authorized that the Merger be effected pursuant to Section 251(h) of the DGCL and effected as soon as practicable following the consummation of the Offer. Assuming due authorization, execution and delivery by Parent and Purchaser, of this Agreement by the Company, constitutes the legal, valid and binding obligation of the CompanyParent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performance, injunctive relief and other equitable remediesEnforceability Exceptions. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) Parent has the necessary corporate power and authority to enter into and to perform its obligations under this Agreement and the CVR Agreement. Prior to the execution of this Agreement, the Board of Directors of Parent unanimously (i) determined that the Transactions, including the Offer and the Merger, are in the best interests of Parent, and (ii) authorized and approved the execution, delivery, and performance of this Agreement by Parent. The Company execution and delivery of this Agreement by Xxxxxx and performance of its obligations hereunder and the consummation by Parent of the Transactions have been duly authorized by all necessary corporate action on the part of Parent, and no other proceeding, approval, permit, consent, declaration, registration, or authorization by or in respect of, or filing with, any Governmental Entity on the part of Parent are necessary, required or advisable, directly or indirectly, to authorize the execution, delivery, and performance of this Agreement. This Agreement has all requisite been duly executed and delivered on behalf of Parent and, assuming the due authorization, execution, and delivery of this Agreement on behalf of the Company, constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. (b) Merger Sub is a newly formed, wholly owned direct Subsidiary of Parent and has the necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The Company Board board of directors of Merger Sub has duly and unanimously adopted resolutions by which the Company Board has: (i) determined that the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, are advisablefair to, fair to and in the best interests of the Company of, Merger Sub and its stockholders; stockholder, (ii) declared this Agreement and the Transactions, including the Offer and the Merger, advisable, and (iii) authorized and approved the execution, delivery, and performance of this Agreement by Xxxxxx Sub. The execution and delivery of this Agreement by Xxxxxx Sub and the performance of its obligations hereunder and the ​ consummation by Xxxxxx Sub of the Transactions have been duly authorized by all necessary corporate action on the part of Merger Sub, and no other proceeding, approval, permit, consent, declaration, registration, or authorization by or in respect of, or filing with, any Governmental Entity on the part of Merger Sub are necessary, required or advisable, directly or indirectly, to authorize the execution, delivery, and performance of this Agreement, the Offer and the Merger on the terms and subject other than, with respect to the conditions set forth herein; (iii) resolved to recommend that Merger, the stockholders filing and recordation of the Company accept appropriate merger documents as required by the Offer DGCL. Parent, as the sole stockholder of Merger Sub, will vote to adopt this Agreement immediately after the execution and tender their shares to Purchaser pursuant to delivery of this Agreement. This Agreement has been duly executed and delivered by Xxxxxx Sub and, assuming the Offer; and (iv) authorized that the Merger be effected pursuant to Section 251(h) of the DGCL and effected as soon as practicable following the consummation of the Offer. Assuming due authorization, execution execution, and delivery by Parent and Purchaser, of this Agreement constitutes on behalf of the legalCompany, constitutes, and at the Effective Time the CVR Agreement will constitute, the valid and binding obligation of the CompanyMerger Sub, enforceable against the Company Merger Sub in accordance with its terms, subject to: (A) Laws of general application relating to except as may be limited by bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performanceinsolvency, injunctive relief moratorium, and other equitable remediessimilar applicable Law affecting creditors’ rights generally and by general principles of equity. Merger Sub was formed solely for the purpose of engaging in the Transactions, and, prior to the Effective Time, Xxxxxx Sub will have engaged in no business and have no liabilities or obligations other than in connection with the Transactions. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company has all requisite the corporate power and authority to enter into execute and deliver, and to perform its obligations under under, this AgreementAgreement and to consummate the Transactions, including the Merger, subject 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 Company Board has duly taken all corporate action necessary, and unanimously adopted resolutions by which no other corporate actions or proceedings on the part of the Company or vote of the Company’s stockholders is necessary to authorize the consummation of the Transactions, other than, in the case of the Merger, the Company Stockholder Approval. The Board has: of Directors has unanimously (ia) determined that this Agreement and the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, are advisableadvisable and fair to, fair to and in the best interests of interest of, the Company and its stockholders; , (iib) authorized and declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement, the Offer Agreement and the consummation of the Transactions, including the Merger, (d) resolved that the Merger on shall be governed by Section 251(c) of the DGCL, upon the terms and subject to the conditions set forth herein; in this Agreement, and (iiie) resolved to recommend that the stockholders of the Company accept adopt this Agreement at any meeting of the Offer Company’s stockholders held for such purpose and tender their shares to Purchaser pursuant any adjournment or postponement thereof on the terms and subject to the Offer; conditions of this Agreement. The resolutions in the foregoing sentence, subject to the Board of Directors effecting a Company Adverse Change Recommendation in accordance with Section 5.1, have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and (iv) authorized that delivered by the Merger be effected pursuant to Section 251(h) of the DGCL Company, and effected as soon as practicable following the consummation of the Offer. Assuming assuming due authorization, execution and delivery by Guarantor, Parent and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company, Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to: (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performanceinsolvency, injunctive relief fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable remediesprinciples. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company has all the requisite corporate power and authority to enter into and deliver and to perform its obligations under this AgreementAgreement and to consummate the Transactions. The Company Board (at a meeting duly called and held) has duly and unanimously adopted resolutions by which the Company Board has: (ia) determined that this Agreement and the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, are advisablefair and advisable to, fair to and in the best interests of interest of, the Company and its stockholders; (iib) authorized and approved the execution, delivery and performance by the Company of this AgreementAgreement and the consummation of the Transactions, including the Offer and the Merger; (c) resolved that this Agreement and the Merger on the terms and shall be subject to Section 251(h) of the conditions set forth hereinDGCL; and (iiid) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares to Purchaser Parent pursuant to the Offer; , which resolutions, subject to Section 6.1, have not been subsequently withdrawn or modified in a manner adverse to Parent. The execution and (iv) authorized that delivery of this Agreement by the Company and, assuming the Merger be effected pursuant to is consummated in accordance with Section 251(h) of the DGCL and effected as soon as practicable following DGCL, the consummation by the Company of the OfferTransactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than the Company Board’s delivery of its recommendation to the Company’s stockholders as contemplated under clause (d) above and as required in accordance with Section 1.2(a), the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, the filing required by the HSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, and the submission of any filing required by the rules and regulations of the New York Stock Exchange). Assuming This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation obligations of the Company, Company and is enforceable against the Company in accordance with its terms, subject to: to (Ai) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors; debtors and (Bii) rules of Law law governing specific performance, injunctive relief and other equitable remedies. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company Lambda has all requisite corporate power and authority to enter into and to perform its obligations under this AgreementAgreement and, subject to the receipt of Lambda Stockholder Approval, to consummate the Integrated Mergers and the other transactions contemplated hereby. The Company execution and delivery of this Agreement by Lambda and the consummation by Lambda of the Integrated Mergers and of the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Lambda (other than, with respect to the First Merger, the receipt of Lambda Stockholder Approval). (b) The Lambda Board has duly and unanimously adopted resolutions by which the Company Board has: (i) determined that this Agreement, the Integrated Mergers and the other transactions contemplated by this Agreement are in the best interests of, and are advisable to, Lambda and the Lambda Stockholders, (ii) approved and declared advisable this Agreement, the Integrated Mergers and the other transactions contemplated by this Agreement, including the Offer and the Merger, are advisable, fair to and in the best interests of the Company and its stockholders; (ii) authorized and approved the execution, delivery and performance of this Agreement, the Offer and the Merger on the terms and subject to the conditions set forth herein; (iii) resolved to recommend that approved and declared advisable the stockholders of the Company accept the Offer and tender their shares to Purchaser pursuant to the Offer; Pi Support Agreement, and (iv) authorized that resolved to make the Merger be effected pursuant to Lambda Recommendation. Except in connection with a Lambda Adverse Recommendation Change in accordance with Section 251(h) 5.4, such resolutions of the DGCL Lambda Board have not been rescinded, modified or withdrawn in any way. (c) This Agreement has been duly executed and effected as soon as practicable following delivered by Lambda and, assuming the consummation of the Offer. Assuming due authorization, execution and delivery by Parent and Purchaser, of this Agreement by Pi, constitutes the legal, valid and binding obligation of the CompanyLambda, enforceable against the Company Lambda in accordance with its terms, subject to: to (Ai) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; debtors and (Bii) rules of Law governing specific performance, injunctive relief relief, and other equitable remediesremedies (collectively (i) and (ii), “Enforceability Exceptions”). (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company Each of the Parent Entities and the Merger Subs has all requisite corporate the necessary power and authority to enter into into, and to perform its obligations under under, this AgreementAgreement and to consummate the Transactions. The Company Board has duly and unanimously adopted resolutions by which the Company Board has: (i) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are advisable, fair to and in the best interests of the Company and its stockholders; (ii) authorized and approved the execution, delivery and performance of this Agreement, Agreement by the Offer Parent Entities and the 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 organizational action, and no other organizational proceedings on the terms and subject to the conditions set forth herein; (iii) resolved to recommend that the stockholders part of any of the Company accept the Offer and tender their shares to Purchaser pursuant to the Offer; and (iv) authorized that Parent Entities or the Merger be effected pursuant Subs are necessary to Section 251(h) of authorize this Agreement or to consummate the DGCL Transactions. This Agreement has been duly and effected as soon as practicable following validly executed and delivered by the consummation of Parent Entities and the Offer. Assuming Merger Subs and, assuming due authorization, execution and delivery by Parent and Purchaserthe other parties hereto, this Agreement constitutes the legal, valid and binding obligation agreement of the CompanyParent Entities and the Merger Subs, respectively, enforceable against each of the Company Parent Entities and the Merger Subs, respectively, in accordance with its terms, subject to: (A) Laws to the Enforceability Exceptions. Prior to the execution of general application relating to bankruptcythis Agreement, insolvency Holdco Parent, as the sole equityholder of Company Merger Sub, OpCo Parent, as the sole member of OpCo Merger Sub, and Company Merger Sub, as the relief sole member of debtors; Manager Merger Sub, have duly and (B) rules of Law governing specific performance, injunctive relief validly executed and other equitable remedies. (b) Assuming delivered written consents approving and adopting this Agreement in accordance with the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 applicable provisions of the DGCL is not applicable 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 or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated herebyAgreement.

Authority; Binding Nature of Agreement. (a) The Company SDI has all requisite necessary corporate power and authority to enter into and to perform its obligations under this AgreementAgreement and the Transaction Documents to which it is a party, subject to receipt of the Required SDI Stockholder Vote, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Company SDI Board has (at meetings duly called and held) has, based on the recommendation of the SDI Special Committee, unanimously adopted resolutions by which the Company Board has: (i) determined that the transactions contemplated by this AgreementContemplated Transactions are fair to, including the Offer and the Merger, are advisable, fair to and in the best interests of SDI and the Company and its stockholders; SDI Stockholders, (ii) authorized approved and approved the execution, delivery and performance of declared advisable this Agreement, the Offer Agreement and the Merger on Contemplated Transactions, and (iii) determined to recommend, upon the terms and subject to the conditions set forth herein; (iii) resolved to recommend in this Agreement, that the stockholders SDI Stockholders vote in favor of the Company accept the Offer and tender their shares to Purchaser pursuant to the Offer; and (iv) authorized that the Merger be effected pursuant to Section 251(h) SDI Stockholder Matters. As of the DGCL and effected as soon as practicable following the consummation date of this Agreement, none of the Offeraforementioned actions by the SDI Board has been amended, rescinded or modified. Assuming As of the date of this Agreement, except for obtaining the Required SDI Stockholder Vote, no other corporate proceedings by SDI are necessary to authorize this Agreement and the Transaction Documents, or to consummate the Contemplated Transactions. As of the Closing Date, no other corporate proceedings by SDI are necessary to authorize this Agreement and the Transaction Documents, or to consummate the Contemplated Transactions. (b) This Agreement has been duly executed and delivered by SDI and assuming the due authorization, execution and delivery by Parent TPB and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligation of the CompanySDI, enforceable against the Company SDI in accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performance, injunctive relief and other equitable remediesEnforceability Exceptions. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company Each of MEDS and Merger Sub has all requisite necessary corporate power and authority to enter into and to perform its obligations under this AgreementAgreement and to consummate the Contemplated Transactions. The Company MEDS Board (at meetings duly called and held) has duly and unanimously adopted resolutions by which the Company Board has: (ia) determined that the transactions contemplated by this AgreementContemplated Transactions are fair to, including the Offer and the Merger, are advisable, fair to advisable and in the best interests of the Company MEDS and its stockholders; , (iib) authorized approved and approved the execution, delivery and performance of declared advisable this Agreement, the Offer other Transaction Documents and the Merger on Contemplated Transactions, including the issuance of shares of MEDS Common Stock to the stockholders of the Company pursuant to the terms of this Agreement and (c) determined to recommend, upon the terms and subject to the conditions set forth herein; (iii) resolved to recommend in this Agreement, that the stockholders of MEDS vote to approve the Company accept Contemplated Transactions, including the Offer Stock Swap. The Merger Sub Board (by unanimous written consent) has: (x) determined that the Contemplated Transactions are fair to, advisable, and tender their shares in the best interests of Merger Sub and its sole stockholder, (y) deemed advisable and approved this Agreement and the Contemplated Transactions and (z) determined to Purchaser pursuant recommend, upon the terms and subject to the Offer; and (iv) authorized conditions set forth in this Agreement, that the stockholder of Merger be effected pursuant Sub vote to Section 251(h) of adopt this Agreement and thereby approve the DGCL Contemplated Transactions. This Agreement has been duly executed and effected as soon as practicable following delivered by MEDS and Merger Sub and, assuming the consummation of the Offer. Assuming due authorization, execution and delivery by Parent and Purchaserthe Company, this Agreement constitutes the legal, valid and binding obligation of the CompanyMEDS and Merger Sub, enforceable against the Company each of MEDS and Merger Sub in accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performance, injunctive relief and other equitable remediesEnforceability Exceptions. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company has all requisite corporate power and authority to enter into and this Agreement, to perform its obligations under hereunder and, subject to the Company Stockholder Approval, to consummate the Contemplated Transactions. The execution, delivery and performance by the Company of this AgreementAgreement and the consummation by the Company of the Contemplated Transactions, except for obtaining the Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding Shares voting to approve and adopt this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any of the Company’s capital stock necessary for the consummation of the Contemplated Transactions. (b) The Company Board (at a meeting duly called and held) has duly and unanimously adopted resolutions by which the Company Board hasunanimously: (i) determined that this Agreement and the transactions contemplated by this AgreementContemplated Transactions, including the Offer and the Merger, are advisable, fair to and in the best interests of the Company and its stockholders; (ii) authorized and approved the execution, delivery and performance of this Agreement, the Offer and the Merger on upon the terms and subject to the conditions set forth herein; , are in the best interests of the Company’s stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions in accordance with the requirements of the DGCL, (iii) resolved to recommend that the stockholders of the Company accept approve and adopt this Agreement at the Offer and tender their shares to Purchaser pursuant to Company Stockholders’ Meeting (the Offer; “Company Board Recommendation”) and (iv) authorized that to the Merger be effected pursuant to Section 251(h) extent necessary, adopted a resolution having the effect of causing the DGCL and effected as soon as practicable following the consummation of the Offer. Assuming due authorization, execution and delivery by Parent and PurchaserMerger, this Agreement and the Contemplated Transactions not to be subject to any Takeover Statute or similar Law that might otherwise apply to the Merger or any of the other Contemplated Transactions, which actions have not, as of the date hereof, been subsequently rescinded, modified or withdrawn. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the CompanyCompany and, assuming due authorization, execution and delivery by Parent and Merger Sub, is enforceable against the Company in accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performance, injunctive relief and other equitable remediesEnforceability Exceptions. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company has all the requisite corporate power and authority to enter into and to perform its obligations under this AgreementAgreement and, subject to receipt of the Required Company Stockholder Vote, to consummate the Merger. The On or prior to the date hereof, the Company Board has unanimously: (a) duly and unanimously adopted resolutions validly authorized and approved the execution, delivery and performance of this Agreement and the consummation of the Merger by which the Company Board has: Company; (ib) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are advisable, Merger is fair to and in the best interests of the Company and its stockholders; (iic) authorized approved and approved declared advisable this Agreement and the execution, delivery and performance of transactions contemplated by this Agreement, including the Offer Merger; and the Merger on (d) subject to the terms and subject conditions hereof, directed that this Agreement be submitted to a vote of the conditions set forth herein; (iii) resolved to recommend Company’s stockholders, recommended that the stockholders of the Company accept adopt this Agreement (the Offer “Company Board Recommendation”), and tender their shares resolved to Purchaser pursuant include the Company Board Recommendation in the Joint Proxy Statement/Prospectus, subject to Section 4.2. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement other than, with respect to the Offer; and (iv) authorized that Merger, the Merger be effected pursuant to Section 251(h) receipt of the DGCL Required Company Stockholder Vote and effected as soon as practicable following the consummation filing of the OfferCertificate of Merger as required by the DGCL. Assuming This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery by of this Agreement on behalf of Parent and PurchaserAcquisition Sub, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (Ai) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtorsinsolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally; and (Bii) rules of Law law governing specific performance, injunctive relief and other equitable remedies. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company has all the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and to perform its obligations under this Agreement. The Company Board has duly and unanimously adopted resolutions by which of Directors of the Company Board has: has (ia) determined that the transactions contemplated by this AgreementOffer is fair to, including the Offer and the Merger, are advisable, fair to and in the best interests of of, the Company and its Company’s stockholders; , (iib) authorized and approved the execution, delivery and performance of this AgreementAgreement by the Company, (c) declared that this Agreement is advisable, and (d) resolved to make the Company Board Recommendation. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger Merger) have been duly authorized by all necessary corporate action on the terms part of the Company, and subject to no other corporate proceedings on the conditions set forth herein; (iii) resolved to recommend that the stockholders part of the Company accept or its Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby (including the Offer and tender their shares to Purchaser pursuant the Merger) other than, with respect to the Offer; Merger, obtaining the Requisite Stockholder Approval (if required under the DGCL) and (iv) authorized that the Merger be effected pursuant to Section 251(h) filing of the DGCL appropriate merger documents as required by the DGCL. This Agreement has been duly and effected as soon as practicable following the consummation validly executed and delivered on behalf of the Offer. Assuming Company and, assuming the due authorization, execution and delivery by of this Agreement on behalf of Parent and PurchaserAcquisition Sub, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: to (Ai) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors; , and (Bii) rules of Law law governing specific performance, injunctive relief and other equitable remedies. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company has all the requisite corporate power and authority to enter into and to perform its obligations under this AgreementAgreement and, subject to the adoption of this Agreement by the holders of at least a two-thirds majority in combined voting power of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”), to consummate the Transactions. The Company Board has duly and unanimously adopted resolutions by which (a) approving and declaring advisable this Agreement and the Company Board has: (i) determined that the transactions contemplated by this AgreementTransactions, including the Offer and the Company Merger, are advisable, fair to and in the best interests of the Company and its stockholders; (iib) authorized and approved approving the execution, delivery and performance of this Agreement and, subject to obtaining the Company Stockholder Approval, the consummation by the Company of the Transactions, including the Company Merger, (c) directed that, subject to the terms and conditions of this Agreement, the Offer and the Company Merger on the terms and subject be submitted to the conditions set forth herein; (iii) resolved to recommend that the stockholders of the Company accept the Offer for their approval and tender their shares to Purchaser pursuant (d) resolved to, subject to the Offer; terms and (iv) authorized that conditions of this Agreement, recommend the Merger be effected pursuant to Section 251(h) approval of the DGCL Company Merger by the stockholders of the Company (the “Board Recommendation”), which resolutions, except as permitted under Section 6.2, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent. The execution and effected as soon as practicable following delivery of this Agreement by the Company and the consummation by the Company of the Company Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery or performance by the Company of this Agreement other than, with respect to consummation of the OfferCompany Merger, obtaining the Company Stockholder Approval. Assuming This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery by Parent and Purchaser, of this Agreement on behalf of the Parent Parties, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: to (Ai) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors; debtors and (Bii) rules of Law law governing specific performance, injunctive relief and other equitable remedies. (b) Assuming The Operating Partnership has all necessary limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the accuracy Transactions, including the Partnership Merger. The execution, delivery and performance by the Operating Partnership of this Agreement, and the consummation by it of the representations Transactions, including the Partnership Merger, have been duly and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action validly authorized by the Company Board in order for any such anti-takeover statute its capacity as the sole general partner of the Operating Partnership and no other limited partnership action on the part of the Operating Partnership, pursuant to be inapplicable the DRULPA or otherwise, is necessary to authorize the execution and delivery by the Operating Partnership of this Agreement, and the consummation by it of the Partnership Merger and other Transactions. This Agreement has been duly executed and delivered by the Operating Partnership and, and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Parent Parties, constitutes the valid and binding obligation of the Operating Partnership, enforceable against it in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the transactions contemplated herebyrelief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) The Company Each of Central and Merger Sub has all requisite corporate power and authority to enter into and to perform its their respective obligations under (i) this Agreement and, subject to the receipt of Central Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby, including the Stock Issuance and (ii) the Support Agreement. The Company Board has duly execution and unanimously adopted resolutions delivery of this Agreement by which Central and Merger Sub and the Company Board has: (i) determined that consummation by Central and Merger Sub of the Merger and of the other transactions contemplated by this Agreement, including the Offer Stock Issuance, have been duly authorized by all necessary corporate action on the part of Central and Merger Sub (other than, with respect to the Stock Issuance, the receipt of Central Stockholder Approval). (b) The Central Board has unanimously (i) determined that this Agreement, the Merger and the Merger, other transactions contemplated by this Agreement are advisable, fair to and in the best interests of of, and are advisable to, Central and the Company and its stockholders; Central Stockholders, (ii) authorized approved and approved the execution, delivery and performance of declared advisable this Agreement, the Offer Merger and the Merger on the terms and subject to the conditions set forth herein; other transactions contemplated by this Agreement, (iii) resolved to recommend that approved and declared advisable the stockholders of Support Agreement and the Company accept the Offer and tender their shares to Purchaser pursuant to the Offer; transactions contemplated thereby and (iv) authorized that resolved to make the Merger be effected pursuant to Central Recommendation. Except in connection with a Central Adverse Recommendation Change in accordance with Section 251(h) 5.4, such resolutions of the DGCL Central Board have not been rescinded, modified or withdrawn in any way. (c) This Agreement has been duly executed and effected as soon as practicable following delivered by Central and Merger Sub and, assuming the consummation of the Offer. Assuming due authorization, execution and delivery by Parent and Purchaser, of this Agreement by East, constitutes the legal, valid and binding obligation of the CompanyCentral and Merger Sub, enforceable against the Company Central and Merger Sub in accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performance, injunctive relief and other equitable remediesEnforceability Exceptions. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company has all requisite corporate right, power and authority to enter into execute, deliver and to perform its obligations under this AgreementAgreement and to consummate the Merger, subject only to adoption of this Agreement by the Requisite Stockholder Approval (as defined in Section 2.22). The Company Board has duly and unanimously adopted resolutions by which Each of the Company Board hasand the Special Committee (at meetings duly called and held) as of the date of this Agreement has unanimously: (ia) determined that the transactions contemplated by this AgreementMerger is fair to, including the Offer and the Merger, are advisable, fair to and in the best interests of of, the Company and its stockholders; and (iib) declared this Agreement and the Merger advisable. The Company Board (at a meeting duly called and held), acting upon the unanimous recommendation of the Special Committee, as of the date of this Agreement has unanimously: (i) authorized and approved the execution, delivery and performance of this Agreement, Agreement by the Offer Company and approved this Agreement and the Merger; (ii) recommended the adoption of this Agreement and the approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger on be submitted for consideration by the terms Company’s stockholders at the Company Stockholders’ Meeting (as defined in Section 5.2(a)); and subject to the conditions set forth herein; (iii) resolved to recommend that authorized and approved the stockholders execution and delivery of the Rights Agreement Amendment (as defined in Section 2.26). This Agreement has been duly and validly executed and delivered by the Company accept and, assuming the Offer and tender their shares to Purchaser pursuant to the Offer; and (iv) authorized that the Merger be effected pursuant to Section 251(h) of the DGCL and effected as soon as practicable following the consummation of the Offer. Assuming due authorization, execution and delivery by Parent and PurchaserMerger Sub of this Agreement, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (A) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of Law law governing specific performance, injunctive relief and other equitable remedies. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company Each of TPB and Merger Sub has all requisite corporate necessary organizational power and authority to enter into and to perform its obligations under this AgreementAgreement and, with respect to Merger Sub, to the adoption of this Agreement by TPB in its capacity as sole member of Merger Sub, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Company TPB Board has (at meetings duly called and held) has, based on the recommendation of the TPB Special Committee, unanimously adopted resolutions by which the Company Board has: (i) determined that the transactions contemplated by this AgreementContemplated Transactions are fair to, including the Offer and the Merger, are advisable, fair to and in the best interests of the Company TPB and its stockholders; and (ii) authorized authorized, approved, and approved declared advisable this Agreement and the executionContemplated Transactions, delivery including the issuance of the Stock Merger Consideration and performance the Fractional Share Consideration to the SDI Stockholders and the treatment of SDI Options pursuant to this Agreement. TPB in its capacity as sole stockholder of Merger Sub has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the Offer best interests of Merger Sub and its sole member; (B) authorized, approved, and declared advisable this Agreement and the Merger on Contemplated Transactions; and (C) upon the terms and subject to the conditions set forth herein; in this Agreement, adopted this Agreement and thereby approved the Contemplated Transactions. (iiib) resolved to recommend that This Agreement has been duly executed and delivered by each of TPB and Merger Sub and, assuming the stockholders of the Company accept the Offer and tender their shares to Purchaser pursuant to the Offer; and (iv) authorized that the Merger be effected pursuant to Section 251(h) of the DGCL and effected as soon as practicable following the consummation of the Offer. Assuming due authorization, execution and delivery by Parent and PurchaserSDI, this Agreement constitutes the legal, valid valid, and binding obligation of the CompanyTPB and Merger Sub, enforceable against the Company each of TPB and Merger Sub in accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performance, injunctive relief and other equitable remediesEnforceability Exceptions. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company has all requisite 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 AgreementAgreement and to consummate the Transactions. The Company Board has duly and unanimously adopted resolutions by which Except for the filing of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, at a meeting duly called and held, the Board has: of Directors unanimously (ia) determined that this Agreement and the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, are advisablefair to, fair to and in the best interests of interest of, the Company and its stockholders; (iib) authorized and declared it advisable to enter into this Agreement; (c) approved the execution, delivery and performance by the Company of this AgreementAgreement and the consummation of the Transactions, including the Offer and the Merger on the terms and subject to the conditions set forth hereinMerger; (iiid) resolved that the Merger may 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 Shares to Purchaser Parent or Purchaser, as applicable, pursuant to the Offer; , and (iv) authorized that to include the Merger be effected pursuant Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 251(h) 6.1, have not been subsequently amended, withdrawn or modified as of the DGCL date of this Agreement. This Agreement has been duly executed and effected as soon as practicable following delivered by the consummation of the Offer. Assuming Company, and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company, Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to: (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performanceinsolvency, injunctive relief fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable remedies. (bprinciples. If the Merger is consummated in accordance with Section 251(h) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL as contemplated hereby, no vote of the Company’s stockholders or any holder of Shares is not applicable necessary to authorize or adopt this Agreement or to consummate the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated herebyTransactions.

Authority; Binding Nature of Agreement. (a) The Company has all requisite the necessary corporate power and authority to enter into and to perform its obligations under this AgreementAgreement 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 Company Board has Company’s board of directors (at a meeting duly called and unanimously adopted resolutions by which the Company Board held) has: (ia) determined that the transactions contemplated by this AgreementMerger is advisable and fair to, including the Offer and the Merger, are advisable, fair to and in the best interests of of, the Company and its stockholders; (iib) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved the Merger; (c) recommended the adoption of this Agreement by the holders of Company Common Stock and directed that this Agreement 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 any state takeover law or similar Legal Requirement that might otherwise apply to the Merger or any of the other Contemplated Transactions. As of the date of this Agreement, none of such board actions or board resolutions have been rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement by the Offer Company and the consummation by the Company of the Merger and other Contemplated Transactions have been duly authorized by all necessary corporate action on the terms part of the Company, and, assuming the accuracy of Parent’s representations and subject to the conditions warranties set forth herein; (iii) resolved to recommend that in Section 3.11, no other corporate proceedings on the stockholders part of the Company accept are necessary to authorize the Offer and tender their shares execution, delivery or performance of this Agreement by the Company, in each case other than, with respect to Purchaser pursuant to the Offer; and (iv) authorized that the Merger be effected pursuant to Section 251(h) of the DGCL and effected as soon as practicable following the consummation of the OfferMerger, the receipt of the Required Company Stockholder Vote and the filing of the certificate of merger as required by the DGCL. Assuming due authorization, execution This Agreement has been duly executed and delivery delivered by Parent the Company and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performance, injunctive relief and other equitable remediesEnforceability Exceptions. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company Parent has all requisite necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The Company Board has duly Agreement and unanimously adopted resolutions by which the Company Board has: (i) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are advisable, fair to and in the best interests of the Company and its stockholders; (ii) authorized and approved the execution, delivery and performance by Parent of this Agreement, the Offer and the Merger Agreement has been duly authorized by any necessary action on the terms part of Parent and subject to its board of directors, except for the conditions set forth herein; adoption of this Agreement by Parent (iii) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares to Purchaser pursuant to the Offer; and (iv) authorized that the Merger be effected pursuant to Section 251(h) of the DGCL and effected as soon as practicable immediately following the consummation execution hereof) in its capacity as the sole shareholder of the OfferMerger Sub. Assuming due authorization, execution and delivery by Parent and Purchaser, this This Agreement constitutes the legal, valid and binding obligation of the CompanyParent, enforceable against it in accordance with its terms, subject to: (i) Laws of general application relating to bankruptcy, insolvency and the Company relief of debtors; and (ii) rules of Law governing specific performance, injunctive relief, and other equitable remedies. Merger Sub has all necessary corporate or similar power and authority to enter into and to perform its obligations under this Agreement; and the execution, delivery and performance by Merger Sub of this Agreement has been duly authorized by any necessary action on the part of Merger Sub and its board of directors or managers. This Agreement constitutes the legal, valid and binding obligation of Merger Sub, enforceable against it in accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performance, injunctive relief and other equitable remedies. (b) Assuming . In compliance with the accuracy requirements of the representations ICL and warranties its articles of Purchaser and Parent in Section 4.11association, Section 203 Merger Sub, by resolutions duly adopted by unanimous vote of the DGCL is board of directors of Merger Sub at a meeting duly called and held, which resolutions have not applicable to this as of the Agreement Date been subsequently rescinded, modified or withdrawn in any way, has: (x) determined that the transactions contemplated hereby by this Agreement, including the Merger, are fair to and there is in the best interests of Merger Sub and Parent; (y) determined that no other takeover or anti-takeover statute or similar federal or state Law applicable reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of Merger Sub to its creditors; and (z) approved this Agreement and the transactions contemplated hereby that requires additional action by Merger on the Company Board terms and subject to the conditions set forth herein. Except as stated in order for any such anti-takeover statute the first sentence of this Section 3.2, no other corporate proceedings on the part of Parent or Merger Sub are necessary to be inapplicable to authorize the execution and delivery of this Agreement and or to consummate the transactions Merger or any other transaction contemplated herebyby this Agreement.

Authority; Binding Nature of Agreement. (a) The Company has all requisite the corporate power and authority to enter into and deliver and to perform its obligations under this AgreementAgreement and, subject to obtaining the Required Company Stockholder Vote, if necessary under any applicable Legal Requirements, to consummate the Transactions. The Company Board has duly and unanimously adopted resolutions by which of Directors of the Company Board has: (iat a meeting duly called and held) has (a) determined that this Agreement and the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, are advisableadvisable to, fair to and in the best interests of interest of, the Company and its stockholders; , (iib) authorized and approved the execution, delivery and performance by the Company of this AgreementAgreement and the consummation of the Transactions, including the Offer and the Merger on the terms and subject to the conditions set forth herein; Merger, (iiic) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares to Purchaser Parent pursuant to the Offer; Offer and, if applicable, approve the adoption of this Agreement and the Merger, (d) authorized and approved the Top-Up Option and the issuance of the Top-Up Shares, which resolutions, subject to Section 6.1, have not been subsequently withdrawn or modified in a manner adverse to Parent and (ive) authorized to the extent necessary, adopted a resolution having the effect of causing the Merger, this Agreement and the Transactions, including the exercise of the Top-Up Option, not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the Merger be effected pursuant to Section 251(h) or any of the DGCL other Transactions. This Agreement has been duly executed and effected as soon as practicable following delivered by the consummation of the Offer. Assuming Company, and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligation obligations of the Company, Company and is enforceable against the Company in accordance with its terms, subject to: to (Ai) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors; , and (Bii) rules of Law law governing specific performance, injunctive relief and other equitable remedies. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company Each of Magenta and Merger Sub has all requisite necessary corporate power and authority to enter into and to perform its obligations under this AgreementAgreement and to consummate the Contemplated Transactions. The Company Magenta Board has (at meetings duly called and unanimously adopted resolutions by which the Company Board held) has: (ia) determined that the transactions contemplated by this AgreementContemplated Transactions are fair to, including the Offer and the Merger, are advisable, fair to advisable and in the best interests of the Company Magenta and its stockholders; , (iib) authorized approved and approved declared advisable this Agreement and the executionContemplated Transactions, delivery and performance including the issuance of shares of Magenta Common Stock to the stockholders of the Company pursuant to the terms of this AgreementAgreement and (c) determined to recommend, the Offer and the Merger on upon the terms and subject to the conditions set forth herein; (iii) resolved to recommend in this Agreement, that the stockholders of Magenta vote to approve the Company accept Contemplated Transactions, and, if deemed necessary by Magenta and the Offer and tender their shares to Purchaser Company, the Nasdaq Reverse Split pursuant to the Offer; 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 and the Contemplated Transactions and (ivz) authorized determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of Merger be effected pursuant Sub vote to Section 251(h) of adopt this Agreement and thereby approve the DGCL Contemplated Transactions. This Agreement has been duly executed and effected as soon as practicable following delivered by Xxxxxxx and Merger Sub and, assuming the consummation of the Offer. Assuming due authorization, execution and delivery by Parent and Purchaserthe Company, this Agreement constitutes the legal, valid and binding obligation of the CompanyMagenta and Merger Sub, enforceable against the Company each of Magenta and Merger Sub in accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performance, injunctive relief and other equitable remediesEnforceability Exceptions. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company Xcyte has all requisite necessary corporate power and authority to enter into and to perform its obligations under this AgreementAgreement and to consummate the Stock Purchase and the Charter Amendments. The Company Board board of directors of Xcyte (at a meeting duly called and held) has duly and unanimously adopted resolutions by which the Company Board hasunanimously: (ia) determined that the transactions contemplated by this Agreement, including the Offer Agreement and the Merger, Stock Purchase are advisable, advisable and fair to and in the best interests of the Company Xcyte and its stockholdersstockholders and approved the Charter Amendments; (iib) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement; (c) recommended the holders of Xcyte Common Stock approve the issuance of Xcyte Common Stock in the Stock Purchase, the Offer Charter Amendments and directed that such matters be submitted for consideration by Xcyte’s stockholders at the Merger on the terms and subject to the conditions set forth herein; Xcyte Stockholders’ Meeting (iii) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares to Purchaser pursuant to the Offeras defined in Section 5.3); and (ivd) authorized to the extent necessary, adopted a resolution having the effect of causing Xcyte not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the Merger be effected pursuant to Section 251(h) of Stock Purchase. This Agreement has been duly executed and delivered by Xcyte, and assuming the DGCL and effected as soon as practicable following the consummation of the Offer. Assuming due authorization, execution and delivery by Parent and PurchaserSeller, this Agreement constitutes the legal, valid and binding obligation of the CompanyXcyte, enforceable against the Company Xcyte in accordance with its terms, subject to: (Ai) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (Bii) rules of Law law governing specific performance, injunctive relief and other equitable remedies. (b) Assuming . To the accuracy Knowledge of Xcyte, the representations Xcyte Stockholder Voting Agreements have been duly executed and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action delivered by the Company Board stockholders of Xcyte that are party thereto and constitute the legal, valid and binding obligations of such stockholders, enforceable against such stockholders in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated herebyaccordance with their terms.

Authority; Binding Nature of Agreement. (a) Parent has the necessary corporate power and authority to enter into and to perform its obligations under this Agreement. At a meeting duly called and held, prior to the execution of this Agreement, the Board of Directors of Parent (i) determined that the Transactions, including the Offer and the Merger, are in the best interests of Parent, and (ii) authorized and approved the execution, delivery and performance of this Agreement by Parent. The Company execution and delivery of this Agreement by Xxxxxx and performance of its obligations hereunder and the consummation by Parent of the Transactions have been duly authorized by all necessary corporate action on the part of Parent, and no other proceeding, approval, permit, consent, declaration, registration or authorization by or in respect of, or filing with, any Governmental Entity on the part of Parent are necessary, required or advisable, directly or indirectly, to authorize the execution, delivery and performance of this Agreement. This Agreement has all requisite been duly executed and delivered on behalf of Parent and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Company, constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. (b) Merger Sub is a newly formed, wholly-owned Subsidiary of Parent and has the necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The Company Board board of directors of Merger Sub has duly and unanimously adopted resolutions by which the Company Board has: (i) determined that the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, are advisablefair to, fair to and in the best interests of the Company of, Merger Sub and its stockholders; stockholder, (ii) declared this Agreement and the Transactions, including the Offer and the Merger, advisable, and (iii) authorized and approved the execution, delivery and performance of this Agreement by Xxxxxx Sub. The execution and delivery of this Agreement by Xxxxxx Sub and the performance of its obligations hereunder and the consummation by Xxxxxx Sub of the Transactions have been duly authorized by all necessary corporate action on the part of Merger Sub, and no other proceeding, approval, permit, consent, declaration, registration or authorization by or in respect of, or filing with, any Governmental Entity on the part of Merger Sub are necessary, required or advisable, directly or indirectly, to authorize the execution, delivery and performance of this Agreement, the Offer and the Merger on the terms and subject other than, with respect to the conditions set forth herein; (iii) resolved to recommend that Merger, the stockholders filing and recordation of the Company accept appropriate merger documents as required by the Offer DGCL. Parent shall cause the sole stockholder of Xxxxxx Sub to vote to adopt this Agreement immediately after the execution and tender their shares to Purchaser pursuant to delivery of this Agreement. This Agreement has been duly executed and delivered by Xxxxxx Sub and, assuming the Offer; and (iv) authorized that the Merger be effected pursuant to Section 251(h) of the DGCL and effected as soon as practicable following the consummation of the Offer. Assuming due authorization, execution and delivery by Parent and Purchaser, of this Agreement on behalf of the Company, constitutes the legal, valid and binding obligation of the CompanyMerger Sub, enforceable against the Company Merger Sub in accordance with its terms, subject to: (A) Laws of general application relating to except as may be limited by bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performanceinsolvency, injunctive relief moratorium and other equitable remediessimilar applicable Law affecting creditors’ rights generally and by general principles of equity. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) Parent has the necessary corporate power and authority to enter into and to perform its obligations under this Agreement and the CVR Agreement. Prior to the execution of this Agreement, the Board of Directors of Parent unanimously (i) determined that the Transactions, including the Offer and the Merger, are in the best interests of Parent, and (ii) authorized and approved the execution, delivery, and performance of this Agreement by Parent. The Company execution and delivery of this Agreement by Xxxxxx and performance of its obligations hereunder and the consummation by Parent of the Transactions have been duly authorized by all necessary corporate action on the part of Parent, and no other proceeding, approval, permit, consent, declaration, registration, or authorization by or in respect of, or filing with, any Governmental Entity on the part of Parent are necessary, required or advisable, directly or indirectly, to authorize the execution, delivery, and performance of this Agreement. This Agreement has all requisite been duly executed and delivered on behalf of Parent and, assuming the due authorization, execution, and delivery of this Agreement on behalf of the Company, constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. (b) Merger Sub is a newly formed, wholly owned direct Subsidiary of Parent and has the necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The Company Board board of directors of Merger Sub has duly and unanimously adopted resolutions by which the Company Board has: (i) determined that the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, are advisablefair to, fair to and in the best interests of the Company of, Merger Sub and its stockholders; stockholder, (ii) declared this Agreement and the Transactions, including the Offer and the Merger, advisable, and (iii) authorized and approved the execution, delivery, and performance of this Agreement by Xxxxxx Sub. The execution and delivery of this Agreement by Xxxxxx Sub and the performance of its obligations hereunder and the consummation by Xxxxxx Sub of the Transactions have been duly authorized by all necessary corporate action on the part of Merger Sub, and no other proceeding, approval, permit, consent, declaration, registration, or authorization by or in respect of, or filing with, any Governmental Entity on the part of Merger Sub are necessary, required or advisable, directly or indirectly, to authorize the execution, delivery, and performance of this Agreement, the Offer and the Merger on the terms and subject other than, with respect to the conditions set forth herein; (iii) resolved to recommend that Merger, the stockholders filing and recordation of the Company accept appropriate merger documents as required by the Offer DGCL. Parent, as the sole stockholder of Merger Sub, will vote to adopt this Agreement immediately after the execution and tender their shares to Purchaser pursuant to delivery of this Agreement. This Agreement has been duly executed and delivered by Xxxxxx Sub and, assuming the Offer; and (iv) authorized that the Merger be effected pursuant to Section 251(h) of the DGCL and effected as soon as practicable following the consummation of the Offer. Assuming due authorization, execution execution, and delivery by Parent and Purchaser, of this Agreement constitutes on behalf of the legalCompany, constitutes, and at the Effective Time the CVR Agreement will constitute, the valid and binding obligation of the CompanyMerger Sub, enforceable against the Company Merger Sub in accordance with its terms, subject to: (A) Laws of general application relating to except as may be limited by bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performanceinsolvency, injunctive relief moratorium, and other equitable remediessimilar applicable Law affecting creditors’ rights generally and by general principles of equity. Merger Sub was formed solely for the purpose of engaging in the Transactions, and, prior to the Effective Time, Xxxxxx Sub will have engaged in no business and have no liabilities or obligations other than in connection with the Transactions. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company has all the requisite corporate power and authority to enter into and to perform its obligations under this AgreementAgreement and to consummate the Contemplated Transactions, subject, in the case of the consummation of the Merger, only to the adoption of this Agreement by the Required Company Stockholder Vote. The Company Board has Company’s board of directors (at a meeting duly called and unanimously adopted resolutions by which the Company Board held) has: (ia) unanimously determined that the transactions contemplated by this AgreementMerger is advisable and fair to, including the Offer and the Merger, are advisable, fair to and in the best interests of of, the Company and its stockholders; (iib) authorized and unanimously approved the execution, delivery and performance of this Agreement, Agreement by the Offer Company and the Merger on consummation by the terms and subject to Company of the conditions set forth hereinContemplated Transactions, including the Merger; (iiic) unanimously resolved to recommend the adoption of this Agreement by the holders of Company Common Stock and directed that the stockholders of this Agreement be submitted for adoption by such holders at the Company accept the Offer and tender their shares to Purchaser pursuant to the OfferStockholders Meeting; and (ivd) authorized that approved the Merger be effected pursuant to transactions contemplated by this Agreement and the Support Agreements for all purposes of Section 251(h) 912 of the DGCL NYBCL, including to render the restriction on business combinations contained in Section 912 of the NYBCL inapplicable to the execution, delivery and effected as soon as practicable following performance of this Agreement and the Support Agreements and to the consummation of the OfferMerger and the other Contemplated Transactions. Assuming due authorization, execution This Agreement has been duly executed and delivery delivered by Parent the Company and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performance, injunctive relief and other equitable remediesEnforceability Exceptions. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) Parent has the necessary corporate power and authority to enter into and to perform its obligations under this Agreement and the CVR Agreement. Prior to the execution of this Agreement, the Board of Directors of Parent unanimously (i) determined that the Transactions, including the Offer and the Merger, are in the best interests of Parent, and (ii) authorized and approved the execution, delivery, and performance of this Agreement by Parent. The Company execution and delivery of this Agreement by Pxxxxx and performance of its obligations hereunder and the consummation by Parent of the Transactions have been duly authorized by all necessary corporate action on the part of Parent, and no other proceeding, approval, permit, consent, declaration, registration, or authorization by or in respect of, or filing with, any Governmental Entity on the part of Parent are necessary, required or advisable, directly or indirectly, to authorize the execution, delivery, and performance of this Agreement. This Agreement has all requisite been duly executed and delivered on behalf of Parent and, assuming the due authorization, execution, and delivery of this Agreement on behalf of the Company, constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. (b) Merger Sub is a newly formed, wholly owned direct Subsidiary of Parent and has the necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The Company Board board of directors of Merger Sub has duly and unanimously adopted resolutions by which the Company Board has: (i) determined that the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, are advisablefair to, fair to and in the best interests of the Company of, Merger Sub and its stockholders; stockholder, (ii) declared this Agreement and the Transactions, including the Offer and the Merger, advisable, and (iii) authorized and approved the execution, delivery, and performance of this Agreement by Merger Sub. The execution and delivery of this Agreement by Mxxxxx Sub and the performance of its obligations hereunder and the consummation by Mxxxxx Sub of the Transactions have been duly authorized by all necessary corporate action on the part of Merger Sub, and no other proceeding, approval, permit, consent, declaration, registration, or authorization by or in respect of, or filing with, any Governmental Entity on the part of Merger Sub are necessary, required or advisable, directly or indirectly, to authorize the execution, delivery, and performance of this Agreement, the Offer and the Merger on the terms and subject other than, with respect to the conditions set forth herein; (iii) resolved to recommend that Merger, the stockholders filing and recordation of the Company accept appropriate merger documents as required by the Offer DGCL. Parent, as the sole stockholder of Merger Sub, will vote to adopt this Agreement immediately after the execution and tender their shares to Purchaser pursuant to delivery of this Agreement. This Agreement has been duly executed and delivered by Mxxxxx Sub and, assuming the Offer; and (iv) authorized that the Merger be effected pursuant to Section 251(h) of the DGCL and effected as soon as practicable following the consummation of the Offer. Assuming due authorization, execution execution, and delivery by Parent and Purchaser, of this Agreement constitutes on behalf of the legalCompany, constitutes, and at the Effective Time the CVR Agreement will constitute, the valid and binding obligation of the CompanyMerger Sub, enforceable against the Company Merger Sub in accordance with its terms, subject to: (A) Laws of general application relating to except as may be limited by bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performanceinsolvency, injunctive relief moratorium, and other equitable remediessimilar applicable Law affecting creditors’ rights generally and by general principles of equity. Merger Sub was formed solely for the purpose of engaging in the Transactions, and, prior to the Effective Time, Mxxxxx Sub will have engaged in no business and have no liabilities or obligations other than in connection with the Transactions. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company ADES has all requisite corporate power and authority to enter into and to perform its obligations under this AgreementAgreement and to consummate the Contemplated Transactions, subject to the affirmative vote of (i) the holders of a majority of the aggregate shares of ADES Common Stock having voting power represented in person or by proxy and entitled to vote on the matter at the ADES Stockholders Meeting approving the New ADES Scheme Share Issuance and (ii) the holders of a majority of the outstanding shares of ADES Common Stock approving the ADES Merger (the “ADES Stockholder Approval” and such matters subject to the ADES Stockholder Approval, the “ADES Stockholder Matters”), to consummate the transactions contemplated hereby. The Company As of the date hereof, the ADES Board has (at meetings duly called and unanimously adopted resolutions by which the Company Board held) has: (ia) determined that the transactions contemplated by this AgreementContemplated Transactions are fair to, including the Offer and the Merger, are advisable, fair to advisable and in the best interests of the Company ADES and its stockholders; (iib) authorized approved and approved the execution, delivery and performance of declared advisable this Agreement, the Offer Agreement and the Merger on Contemplated Transactions; and (c) determined to recommend, upon the terms and subject to the conditions set forth herein; (iii) resolved to recommend in this Agreement, that the stockholders of ADES vote to approve the Company accept ADES Stockholder Matters (the Offer “ADES Board Resolutions”). (b) This Agreement has been duly executed and tender their shares to Purchaser pursuant to delivered by ADES and, assuming the Offer; and (iv) authorized that the Merger be effected pursuant to Section 251(h) of the DGCL and effected as soon as practicable following the consummation of the Offer. Assuming due authorization, execution and delivery by Parent and PurchaserArq, this Agreement constitutes the legal, valid and binding obligation of the CompanyADES, enforceable against the Company ADES in accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performance, injunctive relief and other equitable remediesEnforceability Exceptions. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company has all requisite necessary corporate right, power and authority to enter into and to perform its obligations under this AgreementAgreement and, assuming that the Requisite Stockholder Approval is obtained, to consummate the Merger. The execution and delivery of this Agreement by the Company and, assuming that the Requisite Stockholder Approval is obtained, the consummation by the Company of the Merger has been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement or (other than the filing of the certificate of merger with the Secretary of State of the State of Delaware) the consummation by the Company of the Merger. The Company Board (at a meeting duly called and held) has duly and unanimously adopted resolutions by which the Company Board has: (i) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are advisable, fair to and it is in the best interests of the Company and its stockholders; (ii) authorized , and approved the executiondeclared it advisable, delivery to enter into this Agreement and performance of this Agreement, the Offer and consummate the Merger on upon the terms and subject to the conditions set forth hereinin this Agreement; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations in this Agreement, and the consummation of the Merger upon the terms and conditions set forth in this Agreement; (iii) directed that adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company; and (iv) resolved to recommend that the stockholders Company Stockholders vote in favor of adoption of this Agreement in accordance with the DGCL (collectively, the “Company Board Recommendation”). This Agreement has been duly executed and delivered by the Company accept the Offer and tender their shares to Purchaser pursuant to the Offer; and (iv) authorized that the Merger be effected pursuant to Section 251(h) of the DGCL and effected as soon as practicable following the consummation of the Offer. Assuming and, assuming due authorization, execution and delivery by Parent and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performance, injunctive relief and other equitable remediesEnforceability Exceptions. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company Privateer has all requisite necessary corporate power and authority to enter into and to perform its obligations under this AgreementAgreement and the Transaction Documents to which it is a party, subject to receipt of the Required Privateer Stockholder Vote, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Company Privateer Board (at meetings duly called and held) has duly and unanimously adopted resolutions by which the Company Board has: (i) determined that the transactions contemplated by this AgreementContemplated Transactions are fair to, including the Offer and the Merger, are advisable, fair to and in the best interests of Privateer and the Company and its stockholders; Privateer Stockholders, (ii) authorized approved and approved the execution, delivery and performance of declared advisable this Agreement, the Offer Agreement and the Merger on Contemplated Transactions, and (iii) determined to recommend, upon the terms and subject to the conditions set forth herein; (iii) resolved to recommend in this Agreement, that the stockholders Privateer Stockholders vote in favor of the Company accept the Offer and tender their shares to Purchaser pursuant to the Offer; and (iv) authorized that the Merger be effected pursuant to Section 251(h) Privateer Stockholder Matters. As of the DGCL and effected as soon as practicable following the consummation date of this Agreement, none of the Offeraforementioned actions by the Privateer Board has been amended, rescinded or modified. Assuming As of the date of this Agreement, except for obtaining the Required Privateer Stockholder Vote, no other corporate proceedings by Privateer are necessary to authorize this Agreement and the Transaction Documents, or to consummate the Contemplated Transactions. As of the Closing Date, no other corporate proceedings by Privateer are necessary to authorize this Agreement and the Transaction Documents, or to consummate the Contemplated Transactions. (b) This Agreement has been duly executed and delivered by Privateer and assuming the due authorization, execution and delivery by Parent Tilray and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligation of the CompanyPrivateer, enforceable against the Company Privateer in accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performance, injunctive relief and other equitable remediesEnforceability Exceptions. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) Parent has the necessary corporate power and authority to enter into and to perform its obligations under this Agreement. At a meeting duly called and held, prior to the execution of this Agreement, the Board of Directors of Parent (i) determined that the Transactions, including the Offer and the Merger, are in the best interests of Parent, and (ii) authorized and approved the execution, delivery and performance of this Agreement by Parent. The Company execution and delivery of this Agreement by Xxxxxx and performance of its obligations hereunder and the consummation by Parent of the Transactions have been duly authorized by all necessary corporate action on the part of Parent, and no other proceeding, approval, permit, consent, declaration, registration or authorization by or in respect of, or filing with, any Governmental Entity on the part of Parent are necessary, required or advisable, directly or indirectly, to authorize the execution, delivery and performance of this Agreement. This Agreement has all requisite been duly executed and delivered on behalf of Parent and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Company, constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. (b) Merger Sub is a newly formed, wholly owned Subsidiary of Parent and has the necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The Company Board board of directors of Merger Sub has duly and unanimously adopted resolutions by which the Company Board has: (i) determined that the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, are advisablefair to, fair to and in the best interests of the Company of, Merger Sub and its stockholders; stockholder, (ii) declared this Agreement and the Transactions, including the Offer and the Merger, advisable, and (iii) authorized and approved the execution, delivery and performance of this Agreement by Xxxxxx Sub. The execution and delivery of this Agreement by Xxxxxx Sub and the performance of its obligations hereunder and the consummation by Xxxxxx Sub of the Transactions have been duly authorized by all necessary corporate action on the part of Merger Sub, and no other proceeding, approval, permit, consent, declaration, registration or authorization by or in respect of, or filing with, any Governmental Entity on the part of Merger Sub are necessary, required or advisable, directly or indirectly, to authorize the execution, delivery and performance of this Agreement, the Offer and the Merger on the terms and subject other than, with respect to the conditions set forth herein; (iii) resolved to recommend that Merger, the stockholders filing and recordation of the Company accept appropriate merger documents as required by the Offer DGCL. Parent, as the sole stockholder of Merger Sub, will vote to adopt this Agreement immediately after the execution and tender their shares to Purchaser pursuant to delivery of this Agreement. This Agreement has been duly executed and delivered by Xxxxxx Sub and, assuming the Offer; and (iv) authorized that the Merger be effected pursuant to Section 251(h) of the DGCL and effected as soon as practicable following the consummation of the Offer. Assuming due authorization, execution and delivery by Parent and Purchaser, of this Agreement on behalf of the Company, constitutes the legal, valid and binding obligation of the CompanyMerger Sub, enforceable against the Company Merger Sub in accordance with its terms, subject to: (A) Laws of general application relating to except as may be limited by bankruptcy, insolvency and the relief of debtors; and (B) rules of Law governing specific performanceinsolvency, injunctive relief moratorium and other equitable remediessimilar applicable Law affecting creditors’ rights generally and by general principles of equity. (b) Assuming the accuracy of the representations and warranties of Purchaser and Parent in Section 4.11, Section 203 of the DGCL is not applicable to this Agreement or the transactions contemplated hereby and there is no other takeover or anti-takeover statute or similar federal or state Law applicable to this Agreement and the transactions contemplated hereby that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the transactions contemplated hereby.