Common use of Authority; No Violations; Approvals Clause in Contracts

Authority; No Violations; Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of State. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committee, (A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company Stockholders, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b)). (b) The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any Company Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and an adverse effect on the validity of the Merger.

Authority; No Violations; Approvals. (a) The Company Each of Parent and Merger Sub has all requisite corporate organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate organizational action on the part of the Companyeach of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of StateState and Maryland Department, respectively. This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by Parent and Merger Subthe Company, constitutes a valid and binding obligation of the Company each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Parent Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committeeheld unanimously, (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are in the best interests of Parent and its stockholders, (ii) approved this Agreement and the Transactions, including the Parent Stock Issuance, (iii) directed that the Parent Common Stock Issuance be submitted to the holders of Parent Common Stock for its consideration at the Parent Stockholders Meeting and (iv) recommended that the holders of Parent Common Stock approve the Parent Common Stock Issuance (such recommendation described in clause (iv), the “Parent Board Recommendation”). The Merger Sub Sole Member has (A) (1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company Merger Sub and the Company Stockholders, (B2) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (CB) directed that the Merger executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the other Transactions be submitted to Transactions, including the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board RecommendationMerger. As of the date hereof, none of the foregoing actions by the Company Parent Board or the Merger Sub Sole Member have been rescinded or modified in any way. Assuming that the terms of the The Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Parent Capital Stock that is necessary to approve the Merger Parent Stock Issuance and the other Transactions (Transactions, including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Merger. (b) The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Companyeither Parent or Merger Sub, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company Parent or any of its Subsidiaries under, any provision of any Company Parent Contract to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or Merger Sub or any of its their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 5.4 are duly and timely obtained or made and the Company Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect and an adverse effect on the validity of the Merger.

Authority; No Violations; Approvals. (ai) The Company Each of WIC and Purchaser has approved the Transaction Documents to which it is a party and the transactions contemplated thereby. WIC has all requisite corporate limited liability company power and authority authority, and Purchaser has all requisite corporate, partnership or limited liability company, as the case may be, power and authority, to execute and deliver this Agreement enter into the Transaction Documents to which it is a party and to perform its obligations hereunderconsummate the transactions contemplated thereby. The execution and delivery of this Agreement by the Company Transaction Documents to which it is a party and the consummation by the Company of the Transactions, including the consummation of the Merger, transactions contemplated thereby have been duly authorized by all necessary corporate limited liability company action on the part of WIC and all necessary corporate, partnership or limited liability company, as the Companycase may be, subject, with respect to consummation action on the part of the Merger, to (i) the Company Stockholder Approval, (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StatePurchaser. This Agreement has been been, and at the Closing and at any Option Closings, as applicable, the other Transaction Documents to which it is a party will be, duly executed and delivered by the Company WIC and Purchaser and, assuming the due and valid execution of this Agreement by Parent and Merger Subthe other Transaction Documents constitute the valid, constitutes a binding and enforceable obligations of the Company, constitute valid and binding obligation obligations of the Company WIC and Purchaser enforceable against the Company in accordance with its their respective terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committee, (A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company Stockholders, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b)law). (bii) The execution and delivery of this Agreement and the other Transaction Documents does not, and the consummation of the Transactions transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation ofunder, or default undergive rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the properties or assets of the Company WIC or any of its Subsidiaries Purchaser under, any provision of (A) the organizational documents of WIC or Purchaser, (B) any Company Contract loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which the Company WIC or any of its Subsidiaries Purchaser is a party or by which the Company is otherwise bound or any of its Subsidiaries existing Approval applicable to WIC or their respective properties or assets are bound, Purchaser or (iiiC) assuming the Consents Approvals referred to in Section 4.4 3.2(b)(iii) are duly and timely obtained or made and the Company Stockholder Approval has been obtainedmade, contravene, conflict with or result in a violation of any Law applicable to the Company WIC or any of its Subsidiaries Purchaser or any of their respective properties or assets, other than, in the case of clauses clause (iiB) and or (iiiC), any such contraventions, conflicts, violations, defaults, accelerationrights, losses, Liens or Lien that would not reasonably be expected to haveLaws that, individually or in the aggregate, have not and could not reasonably be expected to (x) have a Company Material Adverse Effect and an material adverse effect on WIC or Purchaser, (y) impair the validity ability of WIC or Purchaser to perform its obligations under any of the MergerTransaction Documents in any material respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iii) No Approval of or from any Governmental Entity is required by or with respect to WIC or Purchaser in connection with the execution and delivery of this Agreement or any other Transaction Document by WIC or Purchaser or the consummation by WIC or Purchaser of the transactions contemplated hereby or thereby, except for: (A) the filing of a notification report by WIC and Purchaser under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; and (B) any such Approvals the failure of which to be made or obtained has not and could not reasonably be expected to (1) impair the ability of WIC or Purchaser to perform its obligations under any of the Transaction Documents in any material respect or (2) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.

Authority; No Violations; Approvals. (a) The Company Each of Parent, Xxxxxx Sub and Parent Manager has all requisite corporate organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by the Company Xxxxxx, Xxxxxx Sub and Parent Manager and the consummation by the Company Xxxxxx, Merger Sub and Parent Manager of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary corporate action on the part of the Companyeach of Parent, subjectXxxxxx Sub and Parent Manager, subject to, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department Virginia Commission pursuant to the VSCA and (iii) the filing issuance of a certificate of merger by the Certificate of Merger with, and acceptance for record by, Virginia Commission as required by the Delaware Secretary of StateVSCA. This Agreement has been duly executed and delivered by the Company each of Parent, Xxxxxx Sub and Parent Manager and, assuming the due and valid execution of this Agreement by Parent and Merger Subthe Company, constitutes a valid and legally binding obligation of the Company each of Parent, Merger Sub and Parent Manager enforceable against the Company Parent, Merger Sub and Parent Manager in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Parent Board, at a meeting duly called and heldheld unanimously, acting upon (i) determined that this Agreement and the unanimous recommendation Transactions, including the Parent Stock Issuance, are in the best interests of Parent, and (ii) approved this Agreement and the Company Special CommitteeTransactions, including the Parent Stock Issuance. The Merger Sub Board has by written consent (A) determined that this Agreement Agreement, including the Plan of Merger, and the Transactions, including the Merger, are in the best interests of the Company Merger Sub and the Company StockholdersMerger Sub Sole Shareholder, (B) adopted and approved this Agreement Agreement, including the Plan of Merger, and declared that the Transactions, including the Merger, are advisable and (C) directed that this Agreement, including the Plan of Merger, and the Transactions, including the Merger, be submitted to the Merger Sub Sole Shareholder for its approval. The Merger Sub Sole Shareholder has by written consent (x) determined that this Agreement, including the Plan of Merger, and the Transactions, including the Merger, are in the best interests of Merger Sub and (y) approved this Agreement, including the Plan of Merger, and declared that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Parent Board, the Merger Sub Board or the Merger Sub Sole Shareholder have been rescinded rescinded, withdrawn or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) There is no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Parent Capital Stock that is necessary to approve the Transactions, including the Merger and the other Transactions (including the conversion of the Company Preferred Parent Stock in accordance with Section 3.1(b))Issuance. (b) The Except as set forth in Section 5.3(b) of the Parent Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the CompanyParent, Merger Sub or Parent Manager, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company or Parent, any of its Subsidiaries or Parent Manager under, any provision of any Company Parent Contract to which the Company or Parent, any of its Subsidiaries or Parent Manager is a party (or any other material contract to which Parent Manager is a party) or by which the Company or Parent, Merger Sub, any of its their respective Subsidiaries or Parent Manager or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 5.4 are duly and timely obtained or made and the Company Stockholder Approval has been obtainedmade, contravene, conflict with or result in a violation of any Law applicable to the Company or Parent, any of its Subsidiaries Subsidiaries, Parent Manager or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien Liens that would not reasonably be expected to (x) in the case of Parent and Merger Sub, have, individually or in the aggregate, a Company Parent Material Adverse Effect and an adverse effect on (y) in the validity case of Parent Manager, materially prevent the Mergerability of Parent Manager to perform its obligations under this Agreement or to consummate the Transactions before the End Date.

Authority; No Violations; Approvals. (ai) The Board has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, has declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the stockholders of the Company and has recommended to the Company's stockholders approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate. The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents and, subject to perform its obligations hereunderreceipt of the approval referred to in the next following sentence, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions, including other Transaction Documents and the consummation of the Merger, transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation other than the approval of the MergerPreferred Share Issuance, to (i) the Warrant Issuance and the Restated Certificate by the Requisite Votes of the stockholders of the Company Stockholder Approval, (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of Stateas provided in Section 4.1. This Agreement has been been, and at the Closing and at any Option Closings, as applicable, the other Transaction Documents will be, duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent and Merger Subthe other Transaction Documents constitute the valid, constitutes a binding and enforceable obligations of the other parties thereto, constitute valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at law law). (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committee, (Aii) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company Stockholders, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are Except as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (xSchedule 3.1(d)(ii) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve Disclosure Schedule, the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b)). (b) The execution and delivery of this Agreement and the other Transaction Documents does not, and the consummation of the Transactions transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation ofunder, or default undergive rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (A) the Certificate of Incorporation or Bylaws of the Company or any Company Contract provision of the comparable charter or organizational documents of any of its Subsidiaries, (B) the Indenture, (C) any other loan or credit agreement, note, bond, mortgage, indenture, lease or agreement to which the Company or any of its Subsidiaries is a party or by which is otherwise bound or any existing Approval applicable to the Company or any of its Subsidiaries or their respective properties or assets are boundSubsidiaries, or (iiiD) assuming the Consents Approvals referred to in Section 4.4 3.1(d)(iii) are duly and timely obtained or made and the Company Stockholder Approval has been obtainedmade, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (iiC) and or (iiiD), any such contraventions, conflicts, violations, defaults, accelerationrights, losses, Liens or Lien that would not reasonably be expected to haveLaws that, individually or in the aggregate, have not and could not reasonably be expected to (x) have a Company Material Adverse Effect Effect, (y) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iii) No Approval of or from any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and an adverse effect delivery of this Agreement or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) the filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; (B) the filing of the Restated Certificate, the Certificate of Designation and the Certificate of Cancellation with the Secretary of State of Delaware in accordance with Section 103 of the Delaware General Corporation Law; (C) the filing with the SEC of (1) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (G) any such Approvals the failure of which to be made or obtained has not and could not reasonably be expected to (1) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (2) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the validity of the MergerClosing Date.

Authority; No Violations; Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, subject, with respect to the consummation of the Merger, to clauses (i) through (iii) below. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) receipt of the Company Stockholder Approval, Shareholder Approval and (ii) the filing of the Articles of Merger with, with the Virginia Commission and acceptance for record by, the Maryland Department and (iii) issuance of a certificate of merger by the filing of Virginia Commission as required by the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateVSCA. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Xxxxxx, Merger Sub and Parent and Merger SubManager, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committee, (A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company StockholdersShareholders, (B) adopted and approved this Agreement and declared that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Shareholders Meeting and (D) made the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded rescinded, withdrawn or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C D Cumulative Redeemable Preferred Stock and Parent Series D E Cumulative Redeemable Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary certificates of designations in the forms attached hereto as Annex B, Annex C B and Annex DC, as applicablerespectively, (x1) no each holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall not have the right to convert any of the shares of Company Series B Preferred Stock and Company Series C Preferred Stock, as applicable, into Company Common StockStock as a result of the Merger, and (y2) the Company Stockholder Shareholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Transactions. (b) The Except as set forth in Section 4.3(b) of the Company Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Shareholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or Company, any of its Subsidiaries or any MSR Entity, under, any provision of any Company Contract to which the Company or Company, any of its Subsidiaries or any MSR Entity is a party or by which the Company or Company, any of its Subsidiaries or any MSR Entity or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Shareholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or Company, any of its Subsidiaries or any MSR Entity or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, subject, with respect to the consummation of the Merger, to clauses (i) through (ii) below. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) receipt of the Company Stockholder Approval, Shareholder Approval and (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent Pxxxxx and Merger Sub, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committee, (A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company StockholdersShareholders, (B) adopted and approved this Agreement and declared that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Shareholders Meeting and (D) made the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded rescinded, withdrawn or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of The Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Shareholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Transactions. (b) The Except as set forth in Section 4.3(b) of the Company Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Shareholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any Company Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Shareholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, subject, with respect to the consummation of the Merger, to clauses (i) through (ii) below. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) receipt of the Company Stockholder Approval, Shareholder Approval and (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent Xxxxxx and Merger Sub, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committee, (A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company StockholdersShareholders, (B) adopted and approved this Agreement and declared that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Shareholders Meeting and (D) made the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded rescinded, withdrawn or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of The Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Shareholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Transactions. (b) The Except as set forth in Section 4.3(b) of the Company Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Shareholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any Company Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Shareholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company Each of Parent and Buyer has all requisite corporate organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunderhereunder and to consummate the Merger, the Reverse Stock Split, the Reclassification and the other Transactions. The execution execution, delivery and delivery performance of this Agreement by the Company Parent and Buyer and the consummation by the Company Parent and Buyer of the Transactions, including the consummation of the Merger, the Reverse Stock Split and the Reclassification, have been duly and validly authorized by all necessary corporate action on the part of the CompanyParent and Buyer, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and, with respect to the Reverse Stock Split and (iii) the Reclassification, the filing of the Certificate articles supplementary and articles of Merger amendment with, and acceptance for record by, the Delaware Secretary of StateMaryland Department. This Agreement has been duly executed and delivered by the Company each of Parent and Buyer and, assuming the due and valid execution of this Agreement by the Company and Parent and Merger SubManager, constitutes a valid and legally binding obligation of the Company each of Parent and Buyer enforceable against the Company each of Parent and Buyer in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Parent Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committeeheld unanimously, (Ai) determined that this Agreement and the Transactions, including the Merger, the Parent Stock Issuance, the Reverse Stock Split and the Reclassification, are in the best interests of the Company Parent, and the Company Stockholders, (Bii) approved this Agreement and declared that the Transactions, including the Merger, are advisablethe Parent Stock Issuance, (C) directed that the Merger Reverse Stock Split and the other Transactions be submitted to Reclassification. Assuming the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board Recommendation. As accuracy of the date hereof, none of the foregoing actions Company’s representations and warranties set forth in Section 4.2 and compliance by the Company Board have been rescinded or modified with its covenants in any way. Assuming that the terms of the Parent Series B Preferred StockArticle VII, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) there is no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Parent Capital Stock that is necessary to approve the Merger Transactions, including the Merger, the Parent Stock Issuance, the Reverse Stock Split and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Reclassification. (b) The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Companyeither Parent or Buyer, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company Parent or any of its Subsidiaries under, any provision of any Company Parent Contract to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or Buyer or any of its their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 5.4 are duly and timely obtained or made and the Company Stockholder Approval has been obtainedmade, contravene, conflict with or result in a violation of any Law applicable to the Company Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, losses or Lien Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company Each of Parent and Mxxxxx Sub has all requisite corporate organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by the Company Pxxxxx and Merger Sub and the consummation by the Company Parent and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate organizational action on the part of each of Parent (subject to obtaining the CompanyParent Stockholder Approval) and Merger Sub, subject, with respect to consummation of the Merger, to (i) receipt of the Company Parent Stockholder Approval, (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department Department, and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of State. This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by Parent and Merger Subthe Company, constitutes a valid and binding obligation of the Company each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Parent Board, at a meeting duly called and held, acting upon has unanimously (i) determined that this Agreement, the unanimous recommendation Voting Agreement and the Transactions, including the Parent Stock Issuance, are advisable and in the best interests of the Company Special CommitteeParent, (ii) authorized and approved this Agreement, the Voting Agreement and the Transactions, including the Parent Stock Issuance, (iii) directed that the Parent Stock Issuance be submitted to the holders of Parent Common Stock for its consideration at the Parent Stockholders Meeting, and (iv) resolved to make the Parent Board Recommendation. The sole member of Merger Sub has (A) (1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company Merger Sub and the Company Stockholders, (B2) authorized and approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (CB) directed that the Merger executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the other Transactions be submitted to Transactions, including the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board RecommendationMerger. As of the date hereof, none of the foregoing actions by the Company Parent Board or the sole member of Merger Sub have been rescinded or withdrawn or modified in any way. Assuming that the terms of the The Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Parent Capital Stock that is necessary to approve the Merger Parent Stock Issuance and the other Transactions (Transactions, including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Merger. (b) The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Companyeither Parent or Merger Sub, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent or any of its Subsidiaries under, any provision of any Company Parent Contract to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or Merger Sub or any of its their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 5.4 are duly and timely obtained or made and the Company Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect and an or a material adverse effect on the validity ability of Parent and its Subsidiaries to consummate the MergerTransactions before the End Date.

Authority; No Violations; Approvals. (a) The Company Each of Parent, Xxxxxx Sub and Parent Manager has all requisite corporate organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by the Company Xxxxxx, Merger Sub and Parent Manager and the consummation by the Company Parent, Merger Sub and Parent Manager of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate or limited liability company action on the part of each of Parent (subject to obtaining the CompanyParent Stockholder Approval) and Merger Sub and Parent Manager, subjectsubject to, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of State. This Agreement has been duly executed and delivered by the Company each of Parent, Merger Sub and Parent Manager and, assuming the due and valid execution of this Agreement by Parent and Merger Subthe Company, constitutes a valid and binding obligation of the Company each of Parent, Merger Sub and Parent Manager enforceable against the Company each of Parent, Merger Sub and Parent Manager in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Parent Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committeeheld unanimously, (Ai) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are in the best interests of Parent, (ii) approved this Agreement and the Transactions, including the Parent Stock Issuance, (iii) directed that the Parent Stock Issuance be submitted to the holders of Parent Common Stock for its consideration at the Parent Stockholders Meeting and (iv) recommended that the holders of Parent Common Stock approve the Parent Stock Issuance. The Merger Sub has (A)(1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company Merger Sub and the Company Stockholders, (B2) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (CB) directed that the Merger executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the other Transactions be submitted to Transactions, including the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board RecommendationMerger. As of the date hereofExcept as permitted under Section 6.4, none of the foregoing actions by the Company Parent Board or the sole member of Merger Sub have been rescinded or withdrawn or modified in any way. Assuming that the terms of the The Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Parent Capital Stock that is necessary to approve Transactions, including the Merger and the other Transactions (including the conversion of the Company Preferred Parent Stock in accordance with Section 3.1(b))Issuance. (b) The Except as set forth in Schedule 5.3(b) of the Parent Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the CompanyParent, Merger Sub or Parent Manager, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company or Parent, any of its Subsidiaries or Parent Manager under, any provision of any Company Parent Contract to which the Company or Parent, any of its Subsidiaries or Parent Manager is a party or by which the Company or Parent, Merger Sub, any of its their respective Subsidiaries or Parent Manager or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 5.4 are duly and timely obtained or made and the Company Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or Parent, any of its Subsidiaries Subsidiaries, Parent Manager or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien Liens that would not reasonably be expected to (x) in the case of Parent and Merger Sub, have, individually or in the aggregate, a Company Parent Material Adverse Effect and an adverse effect on (y) in the validity case of Parent Manager, materially prevent the Mergerability of Parent Manager to consummate the Transactions before the End Date.

Authority; No Violations; Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, subject, with respect to consummation of the Merger, to clauses (i) through (iii) below. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) receipt of the Company Stockholder Approval, (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department Department, and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of State. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent Pxxxxx and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committee, has unanimously (A) determined that this Agreement and the Transactions, including the Merger, are advisable and in the best interests of the Company and the Company StockholdersCompany, (B) authorized and approved this Agreement and declared that the Transactions, including the Merger, are Merger advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Meeting Meeting, and (D) made resolved to make the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded or withdrawn or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the The Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Merger. (b) The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (not, with or without notice or lapse of time, or both) , (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any Company Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and an or a material adverse effect on the validity ability of the MergerCompany and its Subsidiaries to consummate the Transactions before the End Date.

Authority; No Violations; Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, Approval and (ii) the filing of the Articles of Merger with, and acceptance for record by, with the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent Pxxxxx and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committeeheld unanimously, (Ai) determined that this Agreement Agreement, the Voting Agreement, and the Transactions, including the Merger, are in the best interests of the Company and the Company StockholdersCompany, (Bii) approved this Agreement and the Voting Agreement and declared that the Transactions, including the Merger, are advisable, (Ciii) directed that the Merger and the other Transactions be submitted to the holders of Company Class B Common Stock for consideration at the Company Stockholders Meeting Meeting, and (Div) made resolved to make the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded or withdrawn or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the The Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Transactions. (b) The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any Company Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, Approval and (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committee, (Ai) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company Stockholders, (Bii) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (Ciii) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (Div) made the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C D Preferred Stock and Parent Series D E Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C B Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (xi) no each holder of Company Series A Preferred Stock (other than holders of and Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall not have the right to convert any of the shares of Company Series A Preferred Stock and Company Series B Preferred Stock, as applicable, into Company Common Stock, and (yii) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b)). (b) The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any Company Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and an adverse effect on the validity of the Merger.in

Authority; No Violations; Approvals. (a) The Company i. Each of Parent and Merger Sub has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by the Company Xxxxxx and Merger Sub and the consummation by the Company Xxxxxx and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate or limited liability company action on the part of the Companyeach of Parent and Merger Sub, subject, with respect to consummation of the Merger, to (i) the Company Parent Stockholder Approval, Approval and (ii) the filing of the Articles of Merger with, and acceptance for record by, with the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by Parent and Merger Subthe Company, constitutes a valid and binding obligation of the Company each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Parent Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committeeheld unanimously, (Ai) determined that this Agreement and the Transactions, including the Parent Stock Issuance and the Parent Charter Amendment, are in the best interests of Parent and its stockholders, (ii) approved this Agreement and declared that the Transactions, including the Parent Stock Issuance and the Parent Charter Amendment, are advisable, (iii) directed that the Parent Stock Issuance and the Parent Charter Amendment be submitted to the holders of Parent Common Stock for consideration at the Parent Stockholders Meeting, and (iv) resolved to make the Parent Board Recommendation. Parent, as the sole member of Merger Sub, has (i)(A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company Merger Sub and the Company Stockholders, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (Cii) directed that the Merger executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the other Transactions be submitted to Transactions, including the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board RecommendationMerger. As of the date hereof, none of the foregoing actions by the Company Parent Board or the sole member of Merger Sub have been rescinded or withdrawn or modified in any way. Assuming that the terms of the The Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Parent Capital Stock that is necessary to approve the Merger Parent Stock Issuance and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Parent Charter Amendment. (b) ii. The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Companyeither Parent or Merger Sub, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company Parent or any of its Subsidiaries under, any provision of any Company Parent Contract (except for the Parent Convertible Notes Indenture) to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or Merger Sub or any of its their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 5.4 are duly and timely obtained or made and the Company Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Companyeach of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by Parent and Merger Subthe Company, constitutes a valid and binding obligation of the Company each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Parent Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committeeheld unanimously, (Ai) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are in the best interests of Parent and its stockholders, (ii) approved this Agreement and the Transactions, including the Parent Stock Issuance, (iii) directed that the Parent Common Stock Issuance be submitted to the holders of Parent Common Stock for its consideration at the Parent Stockholders Meeting and (iv) recommended that the holders of Parent Common Stock approve the Parent Common Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Sole Member has (i)(A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company Merger Sub and the Company Stockholders, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (Cii) directed that the Merger executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the other Transactions be submitted to Transactions, including the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board RecommendationMerger. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded or modified in any way. Assuming that the terms of the The Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Parent Capital Stock that is necessary to approve the Merger Parent Stock Issuance and the other Transactions (Transactions, including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Merger. (b) The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Companyeither Parent or Merger Sub, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company Parent or any of its Subsidiaries under, any provision of any Company Parent Contract to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or Merger Sub or any of its their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 5.4 are duly and timely obtained or made and the Company Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii4.3(b)(ii) and (iii4.3(b)(iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the CVR Agreement, as applicable, and to perform its obligations hereunderthereunder. The execution execution, delivery and delivery performance of this Agreement by the Company Pxxxxx and Mxxxxx Sub and the consummation by the Company Pxxxxx and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Companyeach of Parent and Merger Sub, subjectsubject to, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of State. The execution, delivery and performance of the CVR Agreement by Parent and the consummation by Parent of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Parent. This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by Parent and Merger Subthe Company, constitutes a valid and binding obligation of the Company each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). When the CVR Agreement has been duly executed and delivered by Pxxxxx, assuming the due and valid execution of such agreement by the Rights Agent, the CVR Agreement will constitute a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject, as to enforceability, to Creditors’ Rights. The Company Parent Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committeeheld unanimously, (Ai) determined that this Agreement, the CVR Agreement and the Transactions, including the Parent Stock Issuance, are in the best interests of Parent and its stockholders and (ii) approved this Agreement, the CVR Agreement and the Transactions, including the Parent Stock Issuance. Parent, as the sole member of Merger Sub, has (i)(A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company Merger Sub and the Company Stockholders, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (Cii) directed that the Merger executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the other Transactions be submitted to Transactions, including the holders Merger. Neither the Parent Board nor Parent, as the sole member of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board Recommendation. As of the date hereofMerger Sub, none has subsequently rescinded, modified or withdrawn any of the foregoing actions by the Company Board have been rescinded or modified in any wayresolutions. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Approval is the only No vote of the holders of any class or series of the Company Parent Capital Stock that is necessary to approve the Merger entry into this Agreement and the other Transactions (CVR Agreement or the consummation of the Transactions, including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Merger. (b) The execution and delivery of each of this Agreement does and the CVR Agreement do not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Companyeither Parent or Merger Sub, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company Parent or any of its Subsidiaries under, under any provision of any Company Parent Contract to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or Merger Sub or any of its their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 5.4 are duly and timely obtained or made and the Company Stockholder Approval has been obtainedmade, contravene, conflict with or result in a violation of any Law applicable to the Company Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (ai) The Board has approved this Agreement and each of the transactions contemplated hereby, and declared this Agreement to be in the best interests of the stockholders of the Company. The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunderconsummate each of the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of each of the Transactions, including the consummation of the Merger, transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation other than the approval of the Merger, to (i) the Company Stockholder Approval, (ii) the filing issuance of the Articles of Merger with, and acceptance for record by, Conversion Shares (the Maryland Department and (iii"Share Issuance") the filing by a majority of the Certificate votes cast on such matter at the meeting of Merger with, and acceptance stockholders called for record by, the Delaware Secretary of Statesuch purposes as provided in Section 4.2. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent constitutes the valid and Merger Subbinding obligation of Purchaser, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at law law). (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committee, (Aii) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company Stockholders, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are Except as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (xSchedule 3.1(d)(ii) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve Disclosure Schedule, the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b)). (b) The execution and delivery of this Agreement does not, and the consummation of the Transactions transactions contemplated hereby and compliance with the provisions hereof will not not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation ofunder, or default undergive rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any Company Contract or otherwise result in a material detriment to which the Company or any of its Subsidiaries is a party under, any provision of the Certificate of Incorporation or by which Bylaws of the Company or any provision of the comparable charter or organizational documents of any of its Subsidiaries, any loan or credit agreement, note, bond, mortgage, indenture, lease, other agreement or Approval applicable to the Company or any of its Subsidiaries Subsidiaries, any joint venture or their respective properties other ownership arrangement or assets are bound, or (iii) assuming the Consents Approvals referred to in Section 4.4 3.1(d)(iii) are duly and timely obtained or made and the Company Stockholder Approval has been obtainedmade, contravene, conflict with or result in a violation of any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (iiB) and or (iiiD), any such contraventions, conflicts, violations, defaults, accelerationrights, lossesLiens, detriments, Laws or Lien that would not reasonably be expected to haveOrders that, individually or in the aggregate, have not had and could not reasonably be expected to (x) have a Company Material Adverse Effect and an adverse effect on the validity Company, (y) impair the ability of the MergerCompany to perform its material obligations under any of the Transaction Documents, or (z) delay or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iii) No Approval from any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: if applicable, the filing of a notification report by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period with respect thereto prior to the exercise of the Warrants; the filing with the SEC of (x) a proxy statement in preliminary and definitive form relating to the meeting of the stockholders of the Company to be held in connection with the approval of the Share Issuance (the "Proxy Statement") and (y) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; such Approvals as may be required by any applicable state securities or "blue sky" laws; such Approvals as may be required by any foreign securities, corporate or other Laws; and any such Approval the failure of which to be made or obtained has not had and could not reasonably be expected to impair the ability of the Company to perform its material obligations under any of the Transaction Documents or delay or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.

Authority; No Violations; Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunderhereunder and, subject to the receipt of the Company Stockholder Approval, to consummate the Merger and the other Transactions. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, Approval and (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent, Buyer and Parent and Merger SubManager, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committee, (A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company StockholdersCompany, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board Recommendation. As of the date hereofExcept as permitted under Section 7.3, none of the foregoing actions by the Company Board have been rescinded rescinded, withdrawn or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D E Cumulative Redeemable Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x1) no each holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall not have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common StockStock as a result of the Merger, and (y2) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b)). (b) The Except as set forth on Schedule 4.3(b) of the Company Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any Company Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, Approval and (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “"Creditors’ ' Rights”"). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committee, (Ai) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company Stockholders, (Bii) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (Ciii) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (Div) made the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C D Preferred Stock and Parent Series D E Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C B Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (xi) no each holder of Company Series A Preferred Stock (other than holders of and Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall not have the right to convert any of the shares of Company Series A Preferred Stock and Company Series B Preferred Stock, as applicable, into Company Common Stock, and (yii) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b)). (b) The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any Company Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by the Company Pxxxxx and Merger Sub and the consummation by the Company Pxxxxx and Merger Sub of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary corporate action on the part of the Companyeach of Parent (subject to obtaining Parent Shareholder Approval) and Merger Sub, subjectsubject to, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by Parent and Merger Subthe Company, constitutes a valid and legally binding obligation of the Company each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Parent Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committeeheld unanimously, (Ai) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are in the best interests of Parent and its shareholders, (ii) adopted and approved this Agreement and the Transactions, including the Parent Stock Issuance, (iii) directed that the Parent Stock Issuance be submitted to the holders of Parent Common Stock for its approval at the Parent Shareholders Meeting and (iv) recommended that the holders of Parent Common Stock approve the Parent Stock Issuance. The Merger Sub Sole Stockholder has (A)(1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company Merger Sub and the Company Stockholders, (B2) adopted and approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (CB) directed that the Merger executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the other Transactions be submitted to Transactions, including the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board RecommendationMerger. As of the date hereof, none of the foregoing actions by the Company Parent Board or the Merger Sub Sole Member have been rescinded rescinded, withdrawn or modified in any way. Assuming that the terms of the The Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Shareholder Approval is the only vote of the holders of any class or series of the Company Parent Capital Stock that is necessary to approve Transactions, including the Merger and the other Transactions (including the conversion of the Company Preferred Parent Stock in accordance with Section 3.1(b))Issuance. (b) The Except as set forth in Section 5.3(b) of the Parent Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Parent Shareholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the CompanyParent or Merger Sub, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company Parent or any of its Subsidiaries under, any provision of any Company Parent Contract to which the Company Parent or any of its Subsidiaries is a party or by which the Company or Parent, Merger Sub, any of its their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 5.4 are duly and timely obtained or made and the Company Stockholder Parent Shareholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or Parent, any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunderhereunder and, subject to the receipt of the Company Stockholder Approval, to consummate the Merger and the other Transactions. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, Approval and (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent, Buyer and Parent and Merger SubManager, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committee, (A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company StockholdersCompany, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board Recommendation. As of the date hereofExcept as permitted under Section 7.3, none of the foregoing actions by the Company Board have been rescinded rescinded, withdrawn or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D E Cumulative Redeemable Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x1) no each holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall not have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common StockStock as a result of the Merger, and (y2) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b)). (b) The Except as set forth on Schedule 4.3b) of the Company Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any Company Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company Each of Parent and Merger Sub has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by the Company Pxxxxx and Merger Sub and the consummation by the Company Pxxxxx and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate or limited liability company action on the part of the Companyeach of Parent and Merger Sub, subject, with respect to consummation of the Merger, to (i) the Company Parent Stockholder Approval, Approval and (ii) the filing of the Articles of Merger with, and acceptance for record by, with the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by Parent and Merger Subthe Company, constitutes a valid and binding obligation of the Company each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Parent Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committeeheld unanimously, (Ai) determined that this Agreement and the Transactions, including the Parent Stock Issuance and the Parent Charter Amendment, are in the best interests of Parent and its stockholders, (ii) approved this Agreement and declared that the Transactions, including the Parent Stock Issuance and the Parent Charter Amendment, are advisable, (iii) directed that the Parent Stock Issuance and the Parent Charter Amendment be submitted to the holders of Parent Common Stock for consideration at the Parent Stockholders Meeting, and (iv) resolved to make the Parent Board Recommendation. Parent, as the sole member of Merger Sub, has (i)(A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company Merger Sub and the Company Stockholders, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (Cii) directed that the Merger executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the other Transactions be submitted to Transactions, including the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board RecommendationMerger. As of the date hereof, none of the foregoing actions by the Company Parent Board or the sole member of Merger Sub have been rescinded or withdrawn or modified in any way. Assuming that the terms of the The Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Parent Capital Stock that is necessary to approve the Merger Parent Stock Issuance and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Parent Charter Amendment. (b) The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Companyeither Parent or Merger Sub, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company Parent or any of its Subsidiaries under, any provision of any Company Parent Contract (except for the Parent Convertible Notes Indenture) to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or Merger Sub or any of its their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 5.4 are duly and timely obtained or made and the Company Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, Approval and (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “"Creditors’ ' Rights”"). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committee, (A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company Stockholders, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Meeting Meeting, and (D) made the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have has been rescinded or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the The Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Transactions. (b) The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any Company Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, Approval and (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of State. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent, Merger Sub and Parent and Merger SubManager, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation by resolutions of the Company Special Committeedirectors present and voting at such meeting (which resolutions have not been subsequently rescinded, modified or withdrawn), has (A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company Stockholders, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made resolved to make the Company Board Recommendation. As of the date hereofExcept as permitted under Section 6.3, none of the foregoing actions by the Company Board have been rescinded or withdrawn or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the The Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Transactions. (b) The Except as set forth in Schedule 4.3(b) of the Company Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any Company Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, losses or Lien Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, Approval and (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committee, (A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company Stockholders, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Meeting Meeting, and (D) made the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have has been rescinded or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the The Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Transactions. (b) The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) ) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any Company Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Companyeach of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by Parent and Merger Subthe Company, constitutes a valid and binding obligation of the Company each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ ' Rights”). The Company Parent Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committeeheld unanimously, (Ai) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are in the best interests of Parent and its stockholders, (ii) approved this Agreement and the Transactions, including the Parent Stock Issuance, (iii) directed that the Parent Common Stock Issuance be submitted to the holders of Parent Common Stock for its consideration at the Parent Stockholders Meeting and (iv) recommended that the holders of Parent Common Stock approve the Parent Common Stock Issuance (such recommendation described in clause (iii), the "Parent Board Recommendation"). The Merger Sub Sole Member has (i)(A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company Merger Sub and the Company Stockholders, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (Cii) directed that the Merger executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the other Transactions be submitted to Transactions, including the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board RecommendationMerger. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded or modified in any way. Assuming that the terms of the The Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Parent Capital Stock that is necessary to approve the Merger Parent Stock Issuance and the other Transactions (Transactions, including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Merger. (b) The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Companyeither Parent or Merger Sub, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company Parent or any of its Subsidiaries under, any provision of any Company Parent Contract to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or Merger Sub or any of its their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 5.4 are duly and timely obtained or made and the Company Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii4.3(b)(ii) and 4.3(b) (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (ai) The Board has approved this Agreement and each of the transactions contemplated hereby, and declared this Agreement to be in the best interests of the stockholders of the Company. The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunderconsummate each of the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of each of the Transactions, including the consummation of the Merger, transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation other than the approval of the Merger, to (i) the Company Stockholder Approval, (ii) the filing issuance of the Articles of Merger with, and acceptance for record by, Conversion Shares (the Maryland Department and (iii"Share Issuance") the filing by a majority of the Certificate votes cast on such matter at the meeting of Merger with, and acceptance stockholders called for record by, the Delaware Secretary of Statesuch purposes as provided in Section 4.2. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent constitutes the valid and Merger Subbinding obligation of Purchaser, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at law law). (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committee, (Aii) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company Stockholders, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are Except as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (xSchedule 3.1(d)(ii) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve ------------------- Disclosure Schedule, the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b)). (b) The execution and delivery of this Agreement does not, and the consummation of the Transactions transactions contemplated hereby and compliance with the provisions hereof will not not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation ofunder, or default undergive rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any Company Contract or otherwise result in a material detriment to which the Company or any of its Subsidiaries is a party under, any provision of (A) the Certificate of Incorporation or by which Bylaws of the Company or any provision of the comparable charter or organizational documents of any of its Subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, lease, other agreement or Approval applicable to the Company or any of its Subsidiaries Subsidiaries, (C) any joint venture or their respective properties or assets are bound, other ownership arrangement or (iiiD) assuming the Consents Approvals referred to in Section 4.4 3.1(d)(iii) are duly and timely obtained or made and the Company Stockholder Approval has been obtainedmade, contravene, conflict with or result in a violation of any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (iiB) and or (iiiD), any such contraventions, conflicts, violations, defaults, accelerationrights, lossesLiens, detriments, Laws or Lien that would not reasonably be expected to haveOrders that, individually or in the aggregate, have not had and could not reasonably be expected to (x) have a Company Material Adverse Effect and an adverse effect on the validity Company, (y) impair the ability of the MergerCompany to perform its material obligations under any of the Transaction Documents, or (z) delay or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iii) No Approval from any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) if applicable, the filing of a notification report by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR --- Act"), and the expiration or termination of the applicable waiting period --- with respect thereto prior to the exercise of the Warrants; (B) the filing with the SEC of (x) a proxy statement in preliminary and definitive form relating to the meeting of the stockholders of the Company to be held in connection with the approval of the Share Issuance (the "Proxy Statement") --------------- and (y) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (C) such Approvals as may be required by any applicable state securities or "blue sky" laws; (D) such Approvals as may be required by any foreign securities, corporate or other Laws; and (E) any such Approval the failure of which to be made or obtained has not had and could not reasonably be expected to (1) impair the ability of the Company to perform its material obligations under any of the Transaction Documents or (2) delay or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.

Authority; No Violations; Approvals. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Companyeach of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by Parent and Merger Subthe Company, constitutes a valid and binding obligation of the Company each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ ' Rights”). The Company Parent Board, at a meeting duly called and held, acting upon unanimously (i) determined that this Agreement and the unanimous recommendation Transactions, including the Merger and the Parent Common Stock Issuance, are in the best interests of Parent and the Company Special CommitteeParent Stockholders, (Aii) approved this Agreement and the Transactions, including the Merger and the Parent Common Stock Issuance, (iii) directed that the Parent Common Stock Issuance be submitted for consideration at the Parent Stockholders Meeting and (iv) made the Parent Board Recommendation. The Merger Sub Board has by unanimous vote determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company Stockholders, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Sub. (b) The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Companyeither Parent or Merger Sub, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company Parent or any of its Subsidiaries under, any provision of any Company Parent Contract to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or Merger Sub or any of its their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 5.4 are duly and timely obtained or made and the Company Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii4.3(b)(ii) and (iii4.3(b)(iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Companyeach of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by Parent and Merger Subthe Company, constitutes a valid and binding obligation of the Company each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Parent Board, at a meeting duly called and held, acting upon unanimously (i) determined that this Agreement and the unanimous recommendation Transactions, including the Merger and the Parent Common Stock Issuance, are in the best interests of Parent and the Company Special CommitteeParent Stockholders, (Aii) approved this Agreement and the Transactions, including the Merger and the Parent Common Stock Issuance, (iii) directed that the Parent Common Stock Issuance be submitted for consideration at the Parent Stockholders Meeting and (iv) made the Parent Board Recommendation. The Merger Sub Board has by unanimous vote determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company Stockholders, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Sub. (b) The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Companyeither Parent or Merger Sub, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company Parent or any of its Subsidiaries under, any provision of any Company Parent Contract to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or Merger Sub or any of its their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 5.4 are duly and timely obtained or made and the Company Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii4.3(b)(ii) and (iii4.3(b)(iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company Each of Parent and Mergxx Xxx has all requisite corporate organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by the Company Parexx xxx Mergxx Xxx and the consummation by the Company Parexx xxx Merger Sub of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary corporate action on the part of the Companyeach of Parent and Merger Sub, subjectsubject to, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by Parent and Merger Subthe Company, constitutes a valid and legally binding obligation of the Company each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Parent Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committeeheld unanimously, (Ai) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are in the best interests of Parent and (ii) approved this Agreement and the Transactions, including the Parent Stock Issuance. The Merger Sub Sole Member has (A)(1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company Merger Sub and the Company Stockholders, (B2) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (CB) directed that the Merger executed a written consent pursuant to which it has authorized and approved this Agreement and the other Transactions be submitted to Transactions, including the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board RecommendationMerger. As of the date hereof, none of the foregoing actions by the Company Parent Board or the Merger Sub Sole Member have been rescinded rescinded, withdrawn or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) There is no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Approval is the only vote of the holders of any class or series of the Company Parent Capital Stock that is necessary to approve the Transactions, including the Merger and the other Transactions (including the conversion of the Company Preferred Parent Stock in accordance with Section 3.1(b))Issuance. (b) The Except as set forth in Section 5.3(b) of the Parent Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the CompanyParent or Merger Sub, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company Parent or any of its Subsidiaries under, any provision of any Company Parent Contract to which the Company Parent or any of its Subsidiaries is a party or by which the Company or Parent, Merger Sub, any of its their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 5.4 are duly and timely obtained or made and the Company Stockholder Approval has been obtainedmade, contravene, conflict with or result in a violation of any Law applicable to the Company or Parent, any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, Approval and (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of State. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Xxxxxx, Merger Sub and Parent and Merger SubManager, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation by resolutions of the Company Special Committeedirectors present and voting at such meeting (which resolutions have not been subsequently rescinded, modified or withdrawn), has (A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company Stockholders, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made resolved to make the Company Board Recommendation. As of the date hereofExcept as permitted under Section 6.3, none of the foregoing actions by the Company Board have been rescinded or withdrawn or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the The Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Transactions. (b) The Except as set forth in Schedule 4.3(b) of the Company Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any Company Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, losses or Lien Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by the Company Xxxxxx and Merger Sub and the consummation by the Company Xxxxxx and Merger Sub of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary corporate action on the part of the Companyeach of Parent (subject to obtaining Parent Shareholder Approval) and Merger Sub, subjectsubject to, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by Parent and Merger Subthe Company, constitutes a valid and legally binding obligation of the Company each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Parent Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committeeheld unanimously, (Ai) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are in the best interests of Parent and its shareholders, (ii) adopted and approved this Agreement and the Transactions, including the Parent Stock Issuance, (iii) directed that the Parent Stock Issuance be submitted to the holders of Parent Common Stock for its approval at the Parent Shareholders Meeting and (iv) recommended that the holders of Parent Common Stock approve the Parent Stock Issuance. The Merger Sub Sole Stockholder has (A)(1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company Merger Sub and the Company Stockholders, (B2) adopted and approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (CB) directed that the Merger executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the other Transactions be submitted to Transactions, including the holders of Company Common Stock for consideration at the Company Stockholders Meeting and (D) made the Company Board RecommendationMerger. As of the date hereof, none of the foregoing actions by the Company Parent Board or the Merger Sub Sole Member have been rescinded rescinded, withdrawn or modified in any way. Assuming that the terms of the The Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Shareholder Approval is the only vote of the holders of any class or series of the Company Parent Capital Stock that is necessary to approve Transactions, including the Merger and the other Transactions (including the conversion of the Company Preferred Parent Stock in accordance with Section 3.1(b))Issuance. (b) The Except as set forth in Section 5.3(b) of the Parent Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Parent Shareholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the CompanyParent or Merger Sub, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company Parent or any of its Subsidiaries under, any provision of any Company Parent Contract to which the Company Parent or any of its Subsidiaries is a party or by which the Company or Parent, Merger Sub, any of its their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 5.4 are duly and timely obtained or made and the Company Stockholder Parent Shareholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or Parent, any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder, including the consummation by the Company of the Merger and the other Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Shareholder Approval, (ii) the filing of the Articles of Merger with, with the SDAT (and its acceptance for record bythereof), the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, with the Delaware Secretary of StateState (and its acceptance for record thereof). This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding an Action in equity or at law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, acting by resolutions of the trustees present and voting at such meeting (which resolutions have not been subsequently rescinded, modified or withdrawn), has, upon the unanimous recommendation of the Company Special Committee, (Ai) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company StockholdersShareholders, (Bii) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (Ciii) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock Shares for consideration at the Company Stockholders Meeting Shareholders Meeting, and (Div) made resolved to make the Company Board Recommendation. As of the date hereof, none of the foregoing actions by recommendation of the Company Board Special Committee or the resolutions described in the immediately preceding sentence have been rescinded or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of The Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Shareholder Approval is the only vote of the holders of any class or series of the Company Capital Stock Shares that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Merger. (b) The Except as set forth in Section 4.3(b) of the Company Disclosure Schedules, the execution and delivery of this Agreement does do not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) ), (i) assuming that the Company Stockholder Shareholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, under any provision of any Company Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Shareholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, subject, with respect to the consummation of the Merger, to clauses (i) through (ii) below. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) receipt of the Company Stockholder Approval, Shareholder Approval and (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent Pxxxxx and Merger Sub, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Special Committee (i) determined that this Agreement and the Transactions, including the Merger, are advisable and in the best interests of the Company and the Company Shareholders (other than certain related parties and the holders of the Cancelled Shares), and (ii) recommended that the Company Board determine the same. The Company Board, at a meeting duly called and held, acting upon on the unanimous recommendation of the Company Special Committee, (A) determined that this Agreement and the Transactions, including the Merger, are advisable and in the best interests of the Company and the Company StockholdersShareholders, (B) approved this Agreement and declared directed that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Shareholders Meeting and for their approval, (DC) made the Company Board Recommendation, and (D) approved and authorized the Company to enter into, execute and deliver the Agreement. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded rescinded, withdrawn or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of The Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Shareholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (Transactions, including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Merger. (b) The Except as set forth in Section 4.3(b) of the Company Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Shareholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or Company, any of its Subsidiaries under, any provision of any Company Contract to which the Company or Company, any of its Subsidiaries is a party or by which the Company or Company, any of its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Shareholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or Company, any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, subject, with respect to the consummation of the Merger, to clauses (i) through (ii) below. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) receipt of the Company Stockholder Approval, Shareholder Approval and (ii) the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent Xxxxxx and Merger Sub, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Special Committee (i) determined that this Agreement and the Transactions, including the Merger, are advisable and in the best interests of the Company and the Company Shareholders (other than certain related parties and the holders of the Cancelled Shares), and (ii) recommended that the Company Board determine the same. The Company Board, at a meeting duly called and held, acting upon on the unanimous recommendation of the Company Special Committee, (A) determined that this Agreement and the Transactions, including the Merger, are advisable and in the best interests of the Company and the Company StockholdersShareholders, (B) approved this Agreement and declared directed that the Transactions, including the Merger, are advisable, (C) directed that the Merger and the other Transactions be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Shareholders Meeting and for their approval, (DC) made the Company Board Recommendation, and (D) approved and authorized the Company to enter into, execute and deliver the Agreement. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded rescinded, withdrawn or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of The Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the Company Stockholder Shareholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (Transactions, including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Merger. (b) The Except as set forth in Section 4.3(b) of the Company Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Shareholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or Company, any of its Subsidiaries under, any provision of any Company Contract to which the Company or Company, any of its Subsidiaries is a party or by which the Company or Company, any of its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Shareholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or Company, any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) i. The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, Approval and (ii) the filing of the Articles of Merger with, and acceptance for record by, with the Maryland Department and (iii) the filing of the Certificate of Merger with, and acceptance for record by, the Delaware Secretary of StateDepartment. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent Xxxxxx and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, acting upon the unanimous recommendation of the Company Special Committeeheld unanimously, (Ai) determined that this Agreement Agreement, the Voting Agreement, and the Transactions, including the Merger, are in the best interests of the Company and the Company StockholdersCompany, (Bii) approved this Agreement and the Voting Agreement and declared that the Transactions, including the Merger, are advisable, (Ciii) directed that the Merger and the other Transactions be submitted to the holders of Company Class B Common Stock for consideration at the Company Stockholders Meeting Meeting, and (Div) made resolved to make the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded or withdrawn or modified in any way. Assuming that the terms of the Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock to be issued to the holders of Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex B, Annex C and Annex D, as applicable, (x) no holder of Company Preferred Stock (other than holders of Company Series B Preferred Stock and holders of Company Series C Preferred Stock) shall have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock, and (y) the The Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions (including the conversion of the Company Preferred Stock in accordance with Section 3.1(b))Transactions. (b) ii. The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any Company Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Lien Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.