Common use of Authority for Agreement Clause in Contracts

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Mergers and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II of the Mergers and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent, Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers or the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholder.

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II STFC has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the STFC Shareholder Approval and the Governmental Consents, to consummate the Mergers STFC Merger and the other transactions contemplated by this Agreementhereby. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II STFC of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II STFC of the Mergers STFC Merger and the other transactions contemplated by this Agreementhereby, have been duly authorized by all necessary corporate actionaction (including the approval of the STFC Board, upon the recommendation of the STFC Special Committee), and no other corporate proceedings on the part of Parent, Merger Sub I STFC or Merger Sub IIany of its Subsidiaries, and no other votes or approvals of any STFC Shareholder or class or series of capital stock of STFC or share capital any Subsidiary of Parent, Merger Sub I or Merger Sub IISTFC, are necessary to authorize this Agreement or to consummate the Mergers STFC Merger or the other transactions contemplated herebyhereby (other than, with respect to the consummation of the STFC Merger and the adoption of this Agreement, the STFC Shareholder Approval), subject to the Governmental Consents. This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II STFC and, assuming the due authorization, execution and delivery by the CompanyXXX, LMHC and Merger Subs, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II STFC enforceable against Parent, Merger Sub I and Merger Sub II STFC in accordance with its terms, except as enforcement thereof may be limited against ParentSTFC by the Bankruptcy and Equity Exception. The STFC Board, Merger Sub I or Merger Sub II by in compliance with all applicable Law, upon the recommendation of the STFC Special Committee, duly adopted resolutions (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of determining that this Agreement, the board of directors of each STFC Merger Sub has (i) determined that it is and the other transactions contemplated by this Agreement are fair and in the best interests of such Merger Subthe STFC Shareholders, and declared it advisable, to enter into (b) approving this Agreement, (iic) approved directing that the execution, delivery adoption of this Agreement be submitted to a vote of the STFC Shareholders at the STFC Shareholders Meeting and performance (d) resolving to recommend the adoption of this Agreement by such Merger Sub and the consummation STFC Shareholders. The only vote of the transactions contemplated hereby, including the Mergers and (iii) resolved STFC Shareholders required to recommend the approval of adopt this Agreement, the Mergers STFC Merger and the other transactions contemplated hereby by its sole shareholderis the STFC Shareholder Approval.

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II the LLC has all necessary corporate or limited liability company, as the case may be, power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents, to perform its their respective obligations hereunder and thereunder and to consummate the Mergers Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II the LLC of this AgreementAgreement and the other Transaction Documents to which they are a party, and the consummation by Parent, Merger Sub I and Merger Sub II the LLC of the Mergers Merger and the other transactions contemplated by this Agreementhereby and thereby, have been duly authorized by all necessary corporate or limited liability company action, as the case may be, and no other corporate or limited liability company, as the case may be, proceedings on the part of Parent, Merger Sub I or Merger Sub IIthe LLC, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I Parent or Merger Sub IIor, in the case of the LLC, limited liability company membership interests, are necessary to authorize this Agreement or any Transaction Document, to which they are a party, or to consummate the Mergers Merger or the other transactions contemplated herebyhereby or thereby. This Agreement has been been, and each of the other Transaction Documents to which any of Parent, Merger Sub or the LLC is a party will be at the Closing, duly executed and delivered by Parent, Merger Sub I and Merger Sub II the LLC and, assuming the due authorization, execution and delivery by the Companyother parties hereto and thereto (other than Parent, constitutes Merger Sub or the LLC, as the case may be), this Agreement constitutes, and in the case of the other Transaction Documents to which any of Parent, Merger Sub and the LLC are a party, will constitute at Closing, a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II the LLC enforceable against Parent, Merger Sub I and Merger Sub II the LLC in accordance with its their respective terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II the LLC by (ai) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting the enforcement of creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, general as from time to time in effect, effect or (bii) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholder.

Authority for Agreement. Each The execution, delivery, and performance of Parent, Merger Sub I this Agreement by each of WCRF and Merger Sub II has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Mergers and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II of the Mergers and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate and shareholder action, and no other corporate proceedings on the part of Parentthis Agreement, Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers or the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II and, assuming the due authorization, upon its execution and delivery by the CompanyParties, constitutes a legal, will constitute the valid and binding obligation of Parenteach of WCRF and the Merger Sub, Merger Sub I and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II each of them in accordance with and subject to its terms, except as enforcement thereof enforceability may be limited against Parentaffected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the transactions contemplated by this Agreement and compliance with its provisions by WCRF and Merger Sub I will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, WCRF's or Merger Sub’s Articles of Incorporation, or either of their Bylaws, in each case as amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which WCRF is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to WCRF or Merger Sub. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (“Governmental Entity”) is required by or with respect to WCRF or Merger Sub II by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium in connection with the execution and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date delivery of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub and or the consummation of the transactions contemplated herebyhereby and thereby, including except for (i) the Mergers filing of the Certificate of Merger as provided in Section 1.03; (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the securities laws of any foreign country; (iii) resolved to recommend such filings, if any, as may be required under the approval Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR”); and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Material Adverse Effect on WCRF and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholder.

Authority for Agreement. (a) Each of Parent, Merger Sub I Parent and Merger Sub II has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the Merger, to consummate the Mergers Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I each of Parent and Merger Sub II of this Agreement, and the consummation by Parent, Merger Sub I each of Parent and Merger Sub II of the Mergers Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate actionaction on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent, Parent and Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers Merger or the other transactions contemplated herebyby this Agreement (other than the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock to approve and adopt the Amended Parent Certificate of Incorporation in accordance with the DGCL, the approval by a majority of votes cast by the holders of Parent Common Stock, provided that the total votes cast represents over 50% in interest of all securities entitled to vote, as required by the Listed Company Manual of the NYSE, of the issuance of Parent Common Stock in connection with the Merger and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly executed and delivered by Parent, Merger Sub I each of Parent and Merger Sub II and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent, Merger Sub I each of Parent and Merger Sub II enforceable against Parent, Merger Sub I each of Parent and Merger Sub II in accordance with its terms, except as enforcement thereof such enforceability may be limited against Parent, Merger Sub I or Merger Sub II by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar Laws relating to or affecting creditors’ the rights generally, and remedies of creditors generally and the effect of general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) ). The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote at a duly called and held meeting of Parent's stockholders as required by the DGCL is the only vote of the holders of any implied covenant capital stock of good faith Parent necessary to approve and fair dealingadopt the Amended Parent Certificate of Incorporation and approval by a majority of votes cast by the holders of Parent Common Stock, or remedies provided that the total votes cast represents over 50% in generalinterest of all securities entitled to vote, as from time to time in effect, or (b) required by the exercise by courts of equity powers. As Listed Company Manual of the date NYSE, is the only vote of this Agreement, the board holders of directors any capital stock of each Parent necessary to approve the issuance of Parent Common Stock in connection with the Merger. The affirmative vote of the holders of a majority of the outstanding shares of capital stock of Merger Sub has (i) determined that it entitled to vote at a duly called and held meeting of the stockholders as required by the DGCL is in the best interests only vote of such the holders of any capital stock of Merger Sub, Sub necessary to approve and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of adopt this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholderMerger.

Authority for Agreement. Each Subject to receipt of Parentthe Required Parent Stockholder Approval, each Parent Party each has full corporate or limited liability company power and authority to enter into and perform their respective obligations under the Transaction Documents to which such Parent Party is or will be a party and to consummate the Transactions. Parent as the sole stockholder of Pubco and Pubco as the stock stockholder of Parent Merger Sub I and the sole member of Company Merger Sub II has all authorized the execution, delivery and performance of the Transaction Documents and the consummation of the Transactions. The board of directors of Parent (including any required committee or subgroup of such board, the “Parent Board”), at a meeting duly called and held, has, as of the date of this Agreement, unanimously (a) approved and declared the advisability of this Agreement and the other Transaction Documents and the Transactions, (b) determined that this Agreement and the other Transaction Documents and the Transactions are in the best interests of the Parent Parties and Parent’s stockholders, (c) authorized the execution and delivery of this Agreement by each Parent Party and (d) adopted and approved, and directed the submission to holders of Parent Common Stock for their approval, the other Required Approval Matters and has provided the Members a true, correct and complete copy of each such approval, determination and authorization. Subject to receipt of the Required Parent Stockholder Approval, the Warrant Tender Offer and the Redemption Offer and the filing of the Registration Statement, no other corporate or limited liability company proceedings on the part of any Parent Party are, or will be, necessary to approve and authorize the execution, delivery and performance of the Transaction Documents and the consummation of the Transactions. The Transaction Documents to which each Parent Party is a party have been duly executed and delivered by such Parent Party, and are legal, valid and binding obligations of such Parent Party, enforceable against such Parent Party, in accordance with their respective terms, except as enforceability may be limited by the Bankruptcy and Equity Exceptions. Subject to receipt of the Required Parent Stockholder Extension Approval, if applicable, Parent has full corporate power and authority to execute enter into and deliver this Agreement, perform the respective obligations under the Extension Documents to perform its obligations hereunder which Parent is a party and to consummate the Mergers Extension and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II of the Mergers and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action, thereby and no other corporate proceedings on the part of ParentParent are, Merger Sub I or Merger Sub IIwill be, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to approve and authorize this Agreement or to consummate the Mergers or the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub the Extension Documents and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholderExtension.

Authority for Agreement. (a) Each of Parent, Merger Sub I Parent and Merger Sub II has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to the approval of an amendment to the charter of Parent by the holders of a majority in voting power of the outstanding shares of Parent Common Stock and the approval of the issuance of the Parent Common Stock contemplated hereby in accordance with the rules of the NMS (the "PARENT STOCKHOLDER APPROVAL"), to consummate the Mergers Merger and the other transactions contemplated by this Agreement. The Subject to the succeeding sentence, the execution, delivery and performance by Parent, Merger Sub I each of Parent and Merger Sub II of this Agreement, and the consummation by Parent, Merger Sub I each of Parent and Merger Sub II of the Mergers Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate actionaction (including, without limitation, the unanimous approval of the Board of Directors of each of Parent and Merger Sub), and no other corporate proceedings on the part of Parent, Merger Sub I either Parent or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers Merger or the other transactions contemplated herebyby this Agreement (other than, with respect to the Merger, the Parent Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). Immediately following execution of this Agreement by the parties hereto, Parent, as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub its written consent in lieu of a meeting consenting to the adoption of this Agreement. This Agreement has been duly executed and delivered by Parent, Merger Sub I each of Parent and Merger Sub II and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent, Merger Sub I each of Parent and Merger Sub II enforceable against Parent, Merger Sub I each of Parent and Merger Sub II in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholder.

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to the receipt of the Requisite Approvals (as defined below), each instrument required hereby to be executed and delivered at the Closing and to perform its obligations hereunder and thereunder and to consummate the Mergers and the other transactions contemplated by this Agreementhereby and thereby. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II the Company of this Agreement, Agreement and each instrument required hereby to be executed and delivered at the Closing and the consummation by Parent, Merger Sub I and Merger Sub II the Company of the Mergers and the other transactions contemplated by this Agreement, hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent, Merger Sub I or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, the Company are necessary to authorize this Agreement or to consummate the Mergers transactions so contemplated (other than the Requisite Approvals). The Board of Directors of the Company (a) has duly determined that it is fair to, and advisable and in the best interests of, the Company Stockholders for the Company to enter into a business combination with Parent upon the terms and subject to the conditions of this Agreement, (b) has unanimously approved and adopted this Agreement and the Merger and (c) has unanimously recommended that the Company Stockholders approve and adopt this Agreement and the Merger. None of such actions by the Board of Directors of the Company has been amended, rescinded or the other transactions contemplated herebymodified. This Agreement has been duly and validly executed and delivered by Parent, Merger Sub I and Merger Sub II the Company and, assuming the due authorization, execution and delivery by Parent, Merger Sub and the CompanyRepresentative, constitutes a legal, valid and binding obligation of Parentthe Company, Merger Sub I and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II the Company in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) subject to bankruptcy, insolvency, fraudulent conveyancereorganization or similar laws of general application affecting the rights and remedies of creditors, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles equity principles. The only approvals from the Company Stockholders necessary in connection with this Agreement and the transactions contemplated hereby (whether considered in a proceeding in equity or at lawthe “Requisite Approvals”) are the receipt by the Company of the Merger Consents (as defined below) from (a) the holders of sixty-six and any implied covenant two-thirds percent (66 2/3%) of good faith the outstanding shares of Company Common Stock and fair dealing, or remedies in generalCompany Preferred Stock, as from time a single class with holders of the Company Preferred Stock being entitled to time in effectvote on an as-converted to Common Stock basis, or approving and adopting this Agreement and the Merger and (b) the exercise by courts holders of equity powers. As sixty-six and two-thirds percent (66 2/3%) of the date outstanding shares of this AgreementCompany Preferred Stock, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Subas a separate class voting on an as-converted to Common Stock basis, approving and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of adopting this Agreement by such Merger Sub and the consummation Merger. The delivery of the transactions contemplated hereby, including Requisite Approval Certificate (as defined below) pursuant to Section 6.1 shall constitute a representation and warranty by the Mergers and (iiiCompany under this Section 3.5(a) resolved to recommend that the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholderRequisite Approvals have been obtained.

Authority for Agreement. Each of Parent, Merger Sub I Parent and Merger Sub II has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and each instrument required hereby to be executed and delivered at Closing and subject to Section 4.3, to perform its obligations hereunder and thereunder and to consummate the Mergers and the other transactions contemplated by this Agreementhereby and thereby. Parent has all requisite corporate power and authority to execute and deliver the Escrow Agreement and to perform its obligations thereunder. The execution, execution and delivery and performance by Parent, Merger Sub I Parent and Merger Sub II of this Agreement, Agreement and each instrument required hereby to be executed and delivered by them at Closing and the consummation by Parent, Merger Sub I Parent and Merger Sub II of the Mergers and the other transactions contemplated by this Agreement, hereby have been duly and validly authorized by all necessary corporate action, and subject to Section 4.3, no other corporate proceedings on the part of Parent, Merger Sub I Parent or Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to authorize this Agreement or to consummate the Mergers or the other transactions contemplated herebyso contemplated. This Agreement has been and each instrument required hereby to be delivered by Parent and Merger Sub at the Closing will be duly and validly executed and delivered by Parent, Merger Sub I Parent and Merger Sub II and, assuming the due authorization, execution and delivery by the CompanyCompany and the Representative, constitutes a legal, valid and binding obligation of ParentParent and Merger Sub, Merger Sub I enforceable against Parent and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II in accordance with its terms, except as enforcement thereof may be limited against subject to the Enforceability Exceptions. The execution and delivery of this Agreement by Parent and Merger Sub and the Escrow Agreement by Parent, the compliance with the provisions of this Agreement by Parent and Merger Sub I and the provisions of the Escrow Agreement by Parent and the consummation by Parent or Merger Sub II by Sub, as applicable, of the transactions contemplated hereby or thereby, will not (ai) bankruptcyconflict with or violate the Certificate of Incorporation or the Bylaws of Parent, insolvency, fraudulent conveyance, reorganization, moratorium each as amended to date and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered currently in a proceeding in equity or at law) and any implied covenant of good faith and fair dealingeffect, or remedies in generalthe Certificate of Incorporation or the Bylaws of Merger Sub, each as from time amended to time date and currently in effect, or (bii) the exercise by courts of equity powersviolate, in any material respects, Applicable Law. As of the date of this AgreementClosing, the board shares of directors of each Merger Sub has Parent Common Stock to be issued pursuant to this Agreement will be (i) determined that it is duly authorized and when issued and delivered in accordance with the best interests terms of such Merger Subthis Agreement will be validly issued, fully paid and declared it advisable, to enter into this Agreement, non- assessable and (ii) approved offered and sold pursuant to an exemption from the execution, delivery and performance registration requirements of this Agreement by such Merger Sub and the consummation Section 5 of the transactions contemplated hereby, including Securities Act subject to the Mergers accuracy of the representations and (iii) resolved warranties made by the Company pursuant to recommend Section 3 hereof and by the approval of this Agreement, Company Stockholders in the Mergers and the other transactions contemplated hereby by its sole shareholderAccredited Investor Questionnaires previously delivered to Parent.

Authority for Agreement. Each of Parent, Merger Sub I Headway Holdings and Merger Sub II has all necessary have ----------------------- the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Merger Agreement and to consummate carry out their respective obligations hereunder. The execution and delivery of this Merger Agreement and the Mergers consummation of the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II of the Mergers and the other transactions contemplated by this Agreement, hereby will have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part respective Boards of Parent, Directors of Merger Sub I or and Headway Holdings and by Xxxxxxx Holdings as the sole shareholder of Merger Sub II, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary prior to authorize this Agreement or to consummate the Mergers or the other transactions contemplated herebyEffective Time. This Merger Agreement has been duly executed constitutes a valid and delivered by Parent, Merger Sub I legally binding obligation of Headway Holdings and Merger Sub II and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent, Merger Sub I enforceable against Headway Holdings and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II in accordance with its terms, except as enforcement thereof such enforceability may be limited against Parent, Merger Sub I or Merger Sub II by (ai) bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency moratorium and or other similar Laws laws affecting or relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) generally and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, general principals of equity. The execution and delivery and performance of this Merger Agreement by such Merger Sub and the consummation of the Merger and the other transactions contemplated herebyhereby will not conflict with or result in any violation of or default under any provision of the Certificate of Incorporation or By-Laws of Headway Holdings or the Articles of Incorporation or By-Laws of Merger Sub or any mortgage, including indenture, lease agreement or other instrument, permit concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Headway Holdings or Merger Sub, as the Mergers case may be, or any of their properties. No consent, approval, order or authorization of, or registration, declaration or filing with any governmental authority is required in connection with the execution and (iii) resolved to recommend the approval delivery of this Agreement, Merger Agreement or the Mergers consummation of the Merger and the other transactions contemplated hereby by its sole shareholderHeadway Holdings and Merger Sub except for the filing with the Secretary of State of California of this Merger Agreement.

Authority for Agreement. Each of Parent, Merger Sub I and Merger Sub II STFC has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the STFC Shareholder Approval and the Governmental Consents, to consummate the Mergers STFC Merger and the other transactions contemplated by this Agreementhereby. The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II STFC of this Agreement, and the consummation by Parent, Merger Sub I and Merger Sub II STFC of the Mergers STFC Merger and the other transactions contemplated by this Agreementhereby, have been duly authorized by all necessary corporate actionaction (including the approval of the STFC Board, upon the recommendation of the STFC Special Committee), and no other corporate proceedings on the part of Parent, Merger Sub I STFC or Merger Sub IIany of its Subsidiaries, and no other votes or approvals of any STFC Shareholder or class or series of capital stock of STFC or share capital any Subsidiary of Parent, Merger Sub I or Merger Sub IISTFC, are necessary to authorize this Agreement or to consummate the Mergers STFC Merger or the other transactions contemplated herebyhereby (other than, with respect to the consummation of the STFC Merger and the adoption of this Agreement, the STFC Shareholder Approval), subject to the Governmental Consents. This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II STFC and, assuming the due authorization, execution and delivery by the CompanySAM, LMHC and Merger Subs, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II STFC enforceable against Parent, Merger Sub I and Merger Sub II STFC in accordance with its terms, except as enforcement thereof may be limited against ParentSTFC by the Bankruptcy and Equity Exception. The STFC Board, Merger Sub I or Merger Sub II by in compliance with all applicable Law, upon the recommendation of the STFC Special Committee, duly adopted resolutions (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of determining that this Agreement, the board of directors of each STFC Merger Sub has (i) determined that it is and the other transactions contemplated by this Agreement are fair and in the best interests of such Merger Subthe STFC Shareholders, and declared it advisable, to enter into (b) approving this Agreement, (iic) approved directing that the execution, delivery adoption of this Agreement be submitted to a vote of the STFC Shareholders at the STFC Shareholders Meeting and performance (d) resolving to recommend the adoption of this Agreement by such Merger Sub and the consummation STFC Shareholders. The only vote of the transactions contemplated hereby, including the Mergers and (iii) resolved STFC Shareholders required to recommend the approval of adopt this Agreement, the Mergers STFC Merger and the other transactions contemplated hereby by its sole shareholderis the STFC Shareholder Approval.

Authority for Agreement. Each Subject to receipt of Parentthe Required Parent Stockholder Approval, Merger Sub I Parent and Merger Sub II the Buyer each has all necessary full corporate power and authority to execute enter into and deliver this Agreement, perform their respective obligations under the Transaction Documents to perform its obligations hereunder which Parent or the Buyer is or will be a party and to consummate the Mergers Transactions. The sole member and the other transactions contemplated by this Agreement. The manager of the Buyer has authorized the execution, delivery and performance by Parentof the Transaction Documents and the consummation of the Transactions. The Board of Directors of Parent (including any required committee or subgroup of such board, Merger Sub I the “Parent Board”), at a meeting duly called and Merger Sub II held, has, as of the date of this Agreement, unanimously (a) approved and declared the advisability of this Agreement and the other Transaction Documents and the Transactions, (b) determined that this Agreement and the other Transaction Documents and the Transactions are in the best interests of the Buyer, Parent and its stockholders, (c) authorized the execution and delivery of this Agreement by Parent and the Buyer and (d) adopted and approved, and directed the submission to holders of Parent Common Stock for their approval, the other Required Approval Matters and has provided the Members a true, correct and complete copy of each such approval, determination and authorization. Subject to receipt of the Required Parent Stockholder Approval, the Warrant Tender Offer and the Redemption Offer, no other corporate or limited liability company proceedings on the part of Parent or the Buyer are, or will be, necessary to approve and authorize the execution, delivery and performance of the Transaction Documents and the consummation by Parent, Merger Sub I and Merger Sub II of the Mergers and Transactions. The Transaction Documents to which Parent or the other transactions contemplated by this Agreement, Buyer is a party have been duly authorized executed and delivered by all necessary Parent and the Buyer, as applicable, and are legal, valid and binding obligations of Parent and the Buyer, as applicable, enforceable against Parent and the Buyer, as applicable, in accordance with their respective terms, except as enforceability may be limited by the Bankruptcy and Equity Exceptions. Subject to receipt of the Required Parent Stockholder Extension Approval, Parent has full corporate action, power and authority to enter into and perform the respective obligations under the Extension Documents to which Parent is a party and to consummate the Extension and the transactions contemplated thereby and no other corporate proceedings on the part of ParentParent are, Merger Sub I or Merger Sub IIwill be, and no other votes or approvals of any class or series of capital stock or share capital of Parent, Merger Sub I or Merger Sub II, are necessary to approve and authorize this Agreement or to consummate the Mergers or the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent, Merger Sub I and Merger Sub II and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent, Merger Sub I and Merger Sub II enforceable against Parent, Merger Sub I and Merger Sub II in accordance with its terms, except as enforcement thereof may be limited against Parent, Merger Sub I or Merger Sub II by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, the board of directors of each Merger Sub has (i) determined that it is in the best interests of such Merger Sub, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by such Merger Sub the Extension Documents and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by its sole shareholderExtension.