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

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub has all requisite organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub, subject, with respect to consummation of the Merger, the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held 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 Merger Sub and (2) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (B) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or the Merger Sub Sole Member have been rescinded or modified in any way. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance and Transactions, including the 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 Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either 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 Liens upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any Parent Contract to which Parent or any of its Subsidiaries is a party or by which Parent or Merger Sub or any of their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and an adverse effect on the validity of the Merger.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub The Company has all requisite organizational corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Subthe 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 and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectivelyState. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due and valid execution of this Agreement by the CompanyParent and Merger Sub, constitutes a valid and binding obligation of each of Parent and Merger Sub the Company enforceable against Parent and Merger Sub 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 Parent Company Board, at a meeting duly called and held unanimouslyheld, acting upon the unanimous recommendation of the Company Special Committee, (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 Merger Sub the Company and the Company Stockholders, (2B) 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 (BD) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and made the Transactions, including the MergerCompany Board Recommendation. As of the date hereof, none of the foregoing actions by the Parent Company Board or the Merger Sub Sole Member have been rescinded or modified in any way. The 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 Parent the Company Capital Stock that is necessary to approve the Parent Stock Issuance Merger and Transactions, the other Transactions (including the Mergerconversion 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 Parent Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent or Merger Subthe 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 Liens Lien upon any of the properties or assets of Parent the Company or any of its Subsidiaries under, any provision of any Parent Company Contract to which Parent the Company or any of its Subsidiaries is a party or by which Parent or Merger Sub the Company or any of their respective its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 4.4 are duly and timely obtained or made and the Parent Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect and an adverse effect on the validity of the Merger.

Authority; No Violations; Approvals. (a) Each of Parent, Xxxxxx Sub and Parent and Merger Sub Manager has all requisite 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 Xxxxxx, Xxxxxx Sub and Parent and Merger Sub Manager and the consummation by Parent and Xxxxxx, Merger Sub and Parent Manager of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary organizational corporate action on the part of each of Parent, Xxxxxx Sub and Parent (Manager, subject to obtaining Parent Stockholder Approval) and Merger Sub, subjectto, with respect to consummation of the Merger, the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary Virginia Commission pursuant to the VSCA and the issuance of State and Maryland Department, respectivelya certificate of merger by the Virginia Commission as required by the VSCA. This Agreement has been duly executed and delivered by each of Parent, Xxxxxx Sub and Parent and Merger Sub Manager and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and legally binding obligation of each of Parent and Parent, Merger Sub and Parent Manager enforceable against Parent and Parent, Merger Sub and Parent Manager in accordance with its terms, subject, as to enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held unanimously, (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are in the best interests of Parent Parent, and its stockholders, (ii) approved this Agreement and the Transactions, including the Parent Stock Issuance. The Merger Sub Board has by written consent (A) determined that this Agreement, including the Plan of Merger, and the Transactions, including the Merger, are in the best interests of Merger Sub and the Merger Sub Sole Shareholder, (iiiB) adopted and approved this Agreement, including the Plan of Merger, and declared that the Transactions, including the Merger, are advisable and (C) directed that this Agreement, including the Parent Common Stock Issuance Plan of Merger, and the Transactions, including the Merger, be submitted to the holders of Parent Common Stock Merger Sub Sole Shareholder 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”)approval. The Merger Sub Sole Member Shareholder has by written consent (A) (1x) determined that this Agreement Agreement, including the Plan of Merger, and the Transactions, including the Merger, are in the best interests of Merger Sub and (2y) approved this Agreement Agreement, including the Plan of Merger, and declared that the Transactions, including the Merger, are advisable, and (B) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board, the Merger Sub Board or the Merger Sub Sole Member Shareholder have been rescinded rescinded, withdrawn or modified in any way. The Parent Stockholder Approval There is the only no vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance and Transactions, including the MergerMerger and the Parent Stock 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 Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent, Merger Sub or Parent or Merger SubManager, (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 Liens upon any of the properties or assets of Parent or Parent, any of its Subsidiaries or Parent Manager under, any provision of any Parent Contract to which Parent 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 Parent or Parent, Merger Sub or Sub, any of their respective Subsidiaries or Parent Manager or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtainedmade, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens that would not reasonably be expected to (x) in the case of Parent and Merger Sub, have, individually or in the aggregate, a 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. (a) Each of Parent and Merger Sub The Company has all requisite organizational 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 Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Subthe Company, subject, with respect to consummation of the Merger, to (i) receipt of the Company Shareholder Approval and (ii) the filing of the Certificate of Merger and Articles of Merger with, with the Virginia Commission and acceptance for record by, the Delaware Secretary issuance of State and Maryland Department, respectivelya certificate of merger by the Virginia Commission as required by the VSCA. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due and valid execution of this Agreement by the CompanyXxxxxx, Merger Sub and Parent Manager, constitutes a valid and legally binding obligation of each of Parent and Merger Sub the Company enforceable against Parent and Merger Sub 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 Parent Company Board, at a meeting duly called and held unanimouslyheld, (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 Merger Sub the Company and the Company Shareholders, (2B) 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 Shareholders Meeting and (BD) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and made the Transactions, including the MergerCompany Board Recommendation. As of the date hereof, none of the foregoing actions by the Parent Company Board or the Merger Sub Sole Member have been rescinded rescinded, withdrawn or modified in any way. The Assuming that the terms of the Parent Stockholder Series D Cumulative Redeemable Preferred Stock and Parent Series E Cumulative Redeemable Preferred Stock to be issued to the holders of Company Series B Preferred Stock and Company Series C Preferred Stock, respectively, are as set forth in the certificates of designations in the forms attached hereto as Annex B and Annex C, respectively, (1) each holder of Company 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 Stock as a result of the Merger, and (2) the Company Shareholder Approval is the only vote of the holders of any class or series of Parent the Company Capital Stock that is necessary to approve the Parent Stock Issuance Merger and the other Transactions, including the 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 Parent Stockholder Company Shareholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent or Merger Subthe 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 Liens Lien upon any of the properties or assets of Parent or the Company, any of its Subsidiaries or any MSR Entity, under, any provision of any Parent Company Contract to which Parent or the Company, any of its Subsidiaries or any MSR Entity is a party or by which Parent or Merger Sub the Company, any of its Subsidiaries or any of their respective Subsidiaries MSR Entity or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 4.4 are duly and timely obtained or made and the Parent Stockholder Company Shareholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent or the 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 Liens Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Mxxxxx Sub has all requisite 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 Parent Pxxxxx and Merger Sub and the consummation by Parent and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational action on the part of each of Parent (subject to obtaining the Parent Stockholder Approval) and Merger Sub, subject, with respect to consummation of the Merger, to (i) receipt of the Parent 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 State and Maryland Department, respectivelyState. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held unanimouslyheld, has unanimously (i) determined that this Agreement, the Voting Agreement and the Transactions, including the Parent Stock Issuance, are advisable and in the best interests of Parent and its stockholdersParent, (ii) authorized and approved this Agreement, the Voting 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 Meeting, and (iv) recommended that resolved to make the holders of Parent Common Stock approve the Parent Common Stock Issuance (such recommendation described in clause (iv), the “Parent Board Recommendation”). The sole member of Merger Sub Sole Member has (A) (1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of Merger Sub and (2) authorized and approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (B) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or the sole member of Merger Sub Sole Member have been rescinded or withdrawn or modified in any way. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance and the Transactions, including the 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 Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either 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 Liens Lien upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any Parent Contract to which Parent or any of its Subsidiaries is a party or by which Parent or Merger Sub or any of their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to 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 Liens Lien that would not reasonably be expected to have, individually or in the aggregate, a 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) Each of Parent and Merger Sub The Company has all requisite organizational 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 Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Subthe Company, subject, with respect to consummation of the Merger, to (i) receipt of the Company Shareholder Approval and (ii) the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due and valid execution of this Agreement by the CompanyXxxxxx and Merger Sub, constitutes a valid and legally binding obligation of each of Parent and Merger Sub the Company enforceable against Parent and Merger Sub 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 Parent Company Board, at a meeting duly called and held unanimouslyheld, (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 Merger Sub the Company and the Company Shareholders, (2B) 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 Shareholders Meeting and (BD) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and made the Transactions, including the MergerCompany Board Recommendation. As of the date hereof, none of the foregoing actions by the Parent Company Board or the Merger Sub Sole Member have been rescinded rescinded, withdrawn or modified in any way. The Parent Stockholder Company Shareholder Approval is the only vote of the holders of any class or series of Parent the Company Capital Stock that is necessary to approve the Parent Stock Issuance Merger and the other Transactions, including the 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 Parent Stockholder Company Shareholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent or Merger Subthe 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 Liens Lien upon any of the properties or assets of Parent the Company or any of its Subsidiaries under, any provision of any Parent Company Contract to which Parent the Company or any of its Subsidiaries is a party or by which Parent or Merger Sub the Company or any of their respective its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 4.4 are duly and timely obtained or made and the Parent Stockholder Company Shareholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub The Company has all requisite organizational 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 Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Subthe 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, and (iii) the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectivelyState. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due and valid execution of this Agreement by the CompanyPxxxxx and Merger Sub, constitutes a valid and binding obligation of each of Parent and Merger Sub the Company enforceable against Parent and Merger Sub 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 Parent Company Board, at a meeting duly called and held unanimouslyheld, (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 unanimously (A) (1) determined that this Agreement and the Transactions, including the Merger, are advisable and in the best interests of Merger Sub the Company, (B) authorized and (2) approved this Agreement and declared that the TransactionsMerger advisable, including (C) directed that the Merger, are advisableMerger be submitted to the holders of Company Common Stock for consideration at the Company Stockholders Meeting, and (BD) executed a written consent pursuant resolved to which it has authorized, adopted and approved this Agreement and make the Transactions, including the MergerCompany Board Recommendation. As of the date hereof, none of the foregoing actions by the Parent Company Board or the Merger Sub Sole Member have been rescinded or withdrawn or modified in any way. The Parent Company Stockholder Approval is the only vote of the holders of any class or series of Parent Company Capital Stock that is necessary to approve the Parent Stock Issuance and Transactions, including the 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 Parent Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent or Merger Subthe 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 Liens Lien upon any of the properties or assets of Parent the Company or any of its Subsidiaries under, any provision of any Parent Company Contract to which Parent the Company or any of its Subsidiaries is a party or by which Parent or Merger Sub the Company or any of their respective its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 4.4 are duly and timely obtained or made and the Parent Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent 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) Each of Parent and Merger Sub The Company has all requisite organizational 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 Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Subthe Company, subject, with respect to consummation of the Merger, to (i) receipt of the Company Shareholder Approval and (ii) the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due and valid execution of this Agreement by the CompanyPxxxxx and Merger Sub, constitutes a valid and legally binding obligation of each of Parent and Merger Sub the Company enforceable against Parent and Merger Sub 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 Parent Company Board, at a meeting duly called and held unanimouslyheld, (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 Merger Sub the Company and the Company Shareholders, (2B) 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 Shareholders Meeting and (BD) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and made the Transactions, including the MergerCompany Board Recommendation. As of the date hereof, none of the foregoing actions by the Parent Company Board or the Merger Sub Sole Member have been rescinded rescinded, withdrawn or modified in any way. The Parent Stockholder Company Shareholder Approval is the only vote of the holders of any class or series of Parent the Company Capital Stock that is necessary to approve the Parent Stock Issuance Merger and the other Transactions, including the 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 Parent Stockholder Company Shareholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent or Merger Subthe 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 Liens Lien upon any of the properties or assets of Parent the Company or any of its Subsidiaries under, any provision of any Parent Company Contract to which Parent the Company or any of its Subsidiaries is a party or by which Parent or Merger Sub the Company or any of their respective its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 4.4 are duly and timely obtained or made and the Parent Stockholder Company Shareholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent, Xxxxxx Sub and Parent and Merger Sub Manager has all requisite 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 Parent and Xxxxxx, Merger Sub and Parent Manager and the consummation by Parent and Parent, Merger Sub and Parent Manager of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational corporate or limited liability company action on the part of each of Parent (subject to obtaining the Parent Stockholder Approval) and Merger SubSub and Parent Manager, subjectsubject to, with respect to consummation of the Merger, the filing of the Merger Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectivelyState. This Agreement has been duly executed and delivered by each of Parent and Parent, Merger Sub and Parent Manager and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Parent, Merger Sub and Parent Manager enforceable against Parent and each of Parent, Merger Sub and Parent Manager in accordance with its terms, subject, as to enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held unanimously, (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are in the best interests of Parent and its stockholdersParent, (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”)Issuance. The Merger Sub Sole Member has (A) (1A)(1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of Merger Sub and (2) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (B) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. As of the date hereofExcept as permitted under Section 6.4, none of the foregoing actions by the Parent Board or the sole member of Merger Sub Sole Member have been rescinded or withdrawn or modified in any way. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance and Transactions, including the MergerMerger and the Parent Stock 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 Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent, Merger Sub or Parent or Merger SubManager, (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 Liens upon any of the properties or assets of Parent or Parent, any of its Subsidiaries or Parent Manager under, any provision of any Parent Contract to which Parent or Parent, any of its Subsidiaries or Parent Manager is a party or by which Parent or Parent, Merger Sub or Sub, any of their respective Subsidiaries or Parent Manager or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens that would not reasonably be expected to (x) in the case of Parent and Merger Sub, have, individually or in the aggregate, a 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) Each of Parent and Merger Sub Buyer has all requisite 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 Parent and Merger Sub Buyer and the consummation by Parent and Merger Sub 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 organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger SubBuyer, subject, with respect to consummation of the Merger, the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary Maryland Department and, with respect to the Reverse Stock Split and the Reclassification, the filing of State the articles supplementary and articles of amendment with, and acceptance for record by, the Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub Buyer and, assuming the due and valid execution of this Agreement by the CompanyCompany and Parent Manager, constitutes a valid and legally binding obligation of each of Parent and Merger Sub Buyer enforceable against each of Parent and Merger Sub Buyer in accordance with its terms, subject, as to enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held unanimously, (i) 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 Parent Parent, and its stockholders, (ii) approved this Agreement and the Transactions, including the Merger, the Parent Stock Issuance, (iii) directed that the Parent Common Reverse 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 Split and the Transactions, including Reclassification. Assuming the Merger, are in the best interests of Merger Sub and (2) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (B) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. 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 Parent Board or the Merger Sub Sole Member have been rescinded or modified Company with its covenants in any way. The Parent Stockholder Approval Article VII, there is the only no vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance and Transactions, including the Merger, the Parent Stock Issuance, the Reverse Stock Split and the 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 Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent or Merger SubBuyer, (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 Liens upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any Parent Contract to which Parent or any of its Subsidiaries is a party or by which Parent or Merger Sub Buyer or any of their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtainedmade, contravene, conflict with or result in a violation of any Law applicable to 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub has all requisite organizational 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 Parent Pxxxxx and Merger Sub and the consummation by Parent Pxxxxx and Merger Sub of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub, subjectsubject to, with respect to consummation of the Merger, the filing of the Certificate of Merger and Articles the Certificate of Merger Designations for the Exchanged Parent Preferred Stock (the “Designation”) with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and legally binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held unanimously, (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are in the best interests of Parent and its stockholders, shareholders and (ii) adopted and 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 Stockholder has (A) (1A)(1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of Merger Sub and (2) adopted and approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (B) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or the Merger Sub Sole Member have been rescinded rescinded, withdrawn or modified in any way. The Parent Stockholder Approval is the only vote No approval of the holders of any class or series of Parent Capital Stock is necessary to approve the Parent Stock Issuance and Transactions, including the Merger. (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 Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either 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 Liens upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any Parent Contract to which Parent or any of its Subsidiaries is a party or by which Parent or Parent, Merger Sub or Sub, any of their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtainedmade, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub has all requisite organizational corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub, subject, with respect to consummation of the Merger, the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to Creditors’ ' Rights. The Parent Board, at a meeting duly called and held 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 (iviii), the “"Parent Board Recommendation”"). The Merger Sub Sole Member has (A) (1i)(A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of Merger Sub and (2B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (Bii) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or the Merger Sub Sole Member have been rescinded or modified in any way. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance and Transactions, including the 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 Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either 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 Liens upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any Parent Contract to which Parent or any of its Subsidiaries is a party or by which Parent or Merger Sub or any of their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub The Company has all requisite organizational 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 Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Subthe Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval and (ii) the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due and valid execution of this Agreement by the CompanyParent, Buyer and Parent Manager, constitutes a valid and legally binding obligation of each of Parent and Merger Sub the Company enforceable against Parent and Merger Sub 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 Parent Company Board, at a meeting duly called and held unanimouslyheld, (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 Merger Sub and the Company, (2B) 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 (BD) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and made the Transactions, including the MergerCompany Board Recommendation. As of the date hereofExcept as permitted under Section 7.3, none of the foregoing actions by the Parent Company Board or the Merger Sub Sole Member have been rescinded rescinded, withdrawn or modified in any way. The Assuming that the terms of the Parent Series E Cumulative Redeemable Preferred Stock to be issued to the holders of Company Preferred Stock are as set forth in the articles supplementary in the forms attached hereto as Annex B, (1) each holder of Company Preferred Stock shall not have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock as a result of the Merger, and (2) the Company Stockholder Approval is the only vote of the holders of any class or series of Parent the Company Capital Stock that is necessary to approve the Parent Stock Issuance Merger and Transactions, the other Transactions (including the Mergerconversion 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 Parent Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent or Merger Subthe 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 Liens Lien upon any of the properties or assets of Parent the Company or any of its Subsidiaries under, any provision of any Parent Company Contract to which Parent the Company or any of its Subsidiaries is a party or by which Parent or Merger Sub the Company or any of their respective its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 4.4 are duly and timely obtained or made and the Parent Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub The Company has all requisite organizational 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 Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Subthe Company, subject, with respect to consummation of the Merger, to (i) receipt of the Company Shareholder Approval and (ii) the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due and valid execution of this Agreement by the CompanyPxxxxx and Merger Sub, constitutes a valid and legally binding obligation of each of Parent and Merger Sub the Company enforceable against Parent and Merger Sub 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 Parent Board, at a meeting duly called and held 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 Special Committee (A) (1i) determined that this Agreement and the Transactions, including the Merger, are advisable and in the best interests of Merger Sub the Company and the Company Shareholders (2) approved this Agreement other than certain related parties and declared that the Transactions, including holders of the Merger, are advisableCancelled Shares), and (Bii) executed recommended that the Company Board determine the same. The Company Board, at a written consent pursuant to which it has authorizedmeeting duly called and held, adopted and approved acting on the recommendation of the 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 Shareholders, (B) directed that the Transactions, including the Merger, be submitted for consideration at the Company Shareholders Meeting for their approval, (C) 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 Parent Company Board or the Merger Sub Sole Member have been rescinded rescinded, withdrawn or modified in any way. The Parent Stockholder Company Shareholder Approval is the only vote of the holders of any class or series of Parent the Company Capital Stock that is necessary to approve the Parent Stock Issuance and Transactions, including the 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 Parent Stockholder Company Shareholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent or Merger Subthe 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 Liens Lien upon any of the properties or assets of Parent or the Company, any of its Subsidiaries under, any provision of any Parent Company Contract to which Parent or the Company, any of its Subsidiaries is a party or by which Parent or Merger Sub or the Company, any of their respective its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 4.4 are duly and timely obtained or made and the Parent Stockholder Company Shareholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent or the 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 Liens Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub The Company has all requisite organizational corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Subthe Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval and (ii) the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due and valid execution of this Agreement by the CompanyParent and Merger Sub, constitutes a valid and binding obligation of each of Parent and Merger Sub the Company enforceable against Parent and Merger Sub 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 Parent Company Board, at a meeting duly called and held unanimouslyheld, acting upon the unanimous recommendation of the Company Special Committee, (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 Merger Sub the Company and the Company Stockholders, (2ii) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (iii) 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 (Biv) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and made the Transactions, including the MergerCompany Board Recommendation. As of the date hereof, none of the foregoing actions by the Parent Company Board or the Merger Sub Sole Member have been rescinded or modified in any way. The Assuming that the terms of the Parent Series D Preferred Stock and Parent Series E Preferred Stock to be issued to the holders of Company Series A Preferred Stock and Company Series B Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex C and Annex D, as applicable, (i) each holder of Company Series A Preferred Stock and Company Series B 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 (ii) the Company Stockholder Approval is the only vote of the holders of any class or series of Parent the Company Capital Stock that is necessary to approve the Parent Stock Issuance Merger and Transactions, the other Transactions (including the Mergerconversion 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 Parent Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent or Merger Subthe 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 Liens Lien upon any of the properties or assets of Parent the Company or any of its Subsidiaries under, any provision of any Parent Company Contract to which Parent the Company or any of its Subsidiaries is a party or by which Parent or Merger Sub the Company or any of their respective its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and an adverse effect on the validity of the Merger.in

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub Mergxx Xxx has all requisite 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 Parent and Merger Sub Parexx xxx Mergxx Xxx and the consummation by Parent and Parexx xxx Merger Sub of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub, subjectsubject to, with respect to consummation of the Merger, the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and legally binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held 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) (1A)(1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of Merger Sub and (2) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (B) executed a written consent pursuant to which it has authorized, adopted authorized and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or the Merger Sub Sole Member have been rescinded rescinded, withdrawn or modified in any way. The Parent Stockholder Approval There is the only no vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance and Transactions, including the MergerMerger and the Parent Stock 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 Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either 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 Liens upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any Parent Contract to which Parent or any of its Subsidiaries is a party or by which Parent or Parent, Merger Sub or Sub, any of their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtainedmade, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub The Company has all requisite organizational 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 Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Subthe Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval and (ii) the filing of the Merger Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectivelyState. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due and valid execution of this Agreement by the CompanyParent, Merger Sub and Parent Manager, constitutes a valid and binding obligation of each of Parent and Merger Sub the Company enforceable against Parent and Merger Sub 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 Parent Company Board, at a meeting duly called and held unanimouslyheld, by resolutions of the directors present and voting at such meeting (i) determined that this Agreement and the Transactionswhich resolutions have not been subsequently rescinded, 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 (ivmodified or withdrawn), 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 Merger Sub the Company and the Company Stockholders, (2B) 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 (BD) executed a written consent pursuant resolved to which it has authorized, adopted and approved this Agreement and make the Transactions, including the MergerCompany Board Recommendation. As of the date hereofExcept as permitted under Section 6.3, none of the foregoing actions by the Parent Company Board or the Merger Sub Sole Member have been rescinded or withdrawn or modified in any way. The Parent Company Stockholder Approval is the only vote of the holders of any class or series of Parent the Company Capital Stock that is necessary to approve the Parent Stock Issuance Merger and the other Transactions, including the Merger. (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 Parent Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent or Merger Subthe 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 Liens upon any of the properties or assets of Parent the Company or any of its Subsidiaries under, any provision of any Parent Company Contract to which Parent the Company or any of its Subsidiaries is a party or by which Parent or Merger Sub the Company or any of their respective its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 4.4 are duly and timely obtained or made and the Parent Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub The Company has all requisite organizational corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Subthe Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval and (ii) the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due and valid execution of this Agreement by the CompanyParent and Merger Sub, constitutes a valid and binding obligation of each of Parent and Merger Sub the Company enforceable against Parent and Merger Sub 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 Parent Company Board, at a meeting duly called and held unanimouslyheld, acting upon the unanimous recommendation of the Company Special Committee, (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 Merger Sub the Company and the Company Stockholders, (2B) 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 (BD) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and made the Transactions, including the MergerCompany Board Recommendation. As of the date hereof, none of the foregoing actions by the Parent Company Board or the Merger Sub Sole Member have has been rescinded or modified in any way. The Parent Company Stockholder Approval is the only vote of the holders of any class or series of Parent the Company Capital Stock that is necessary to approve the Parent Stock Issuance Merger and the other Transactions, including the 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 Parent Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent or Merger Subthe 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 Liens Lien upon any of the properties or assets of Parent the Company or any of its Subsidiaries under, any provision of any Parent Company Contract to which Parent the Company or any of its Subsidiaries is a party or by which Parent or Merger Sub the Company or any of their respective its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 4.4 are duly and timely obtained or made and the Parent Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub has all requisite organizational corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub, subject, with respect to consummation of the Merger, the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to Creditors’ ' Rights. The Parent Board, at a meeting duly called and held unanimouslyheld, unanimously (i) determined that this Agreement and the Transactions, including the Merger and the Parent Common Stock Issuance, are in the best interests of Parent and its stockholdersthe Parent Stockholders, (ii) 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 to the holders of Parent Common Stock for its consideration at the Parent Stockholders Meeting and (iv) recommended that made 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 Board has (A) (1) by unanimous vote determined that this Agreement and the Transactions, including the Merger, are in the best interests of Merger Sub and (2) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (B) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or the Merger Sub Sole Member have been rescinded or modified in any way. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance and Transactions, including the MergerSub. (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 Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either 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 Liens upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any Parent Contract to which Parent or any of its Subsidiaries is a party or by which Parent or Merger Sub or any of their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) i. Each of Parent and Merger Sub has all requisite organizational 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 Parent Xxxxxx and Merger Sub and the consummation by Parent Xxxxxx and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational corporate or limited liability company action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub, subject, with respect to consummation of the Merger, to (i) the Parent Stockholder Approval and (ii) the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, with the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held unanimously, (i) determined that this Agreement and the Transactions, including the Parent Stock IssuanceIssuance 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 IssuanceIssuance and the Parent Charter Amendment, are advisable, (iii) directed that the Parent Common Stock Issuance and the Parent Charter Amendment be submitted to the holders of Parent Common Stock for its consideration at the Parent Stockholders Meeting Meeting, and (iv) recommended that resolved to make the holders of Parent Common Stock approve the Parent Common Stock Issuance (such recommendation described in clause (iv), the “Parent Board Recommendation”). The Parent, as the sole member of Merger Sub Sole Member Sub, has (A) (1i)(A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of Merger Sub and (2B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (Bii) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or the sole member of Merger Sub Sole Member have been rescinded or withdrawn or modified in any way. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance and Transactions, including the MergerParent 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 Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either 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 Liens upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any Parent Contract (except for the Parent Convertible Notes Indenture) to which Parent or any of its Subsidiaries is a party or by which Parent or Merger Sub or any of their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub i. The Company has all requisite organizational 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 Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Subthe Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval and (ii) the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, with the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due and valid execution of this Agreement by the CompanyXxxxxx and Merger Sub, constitutes a valid and binding obligation of each of Parent and Merger Sub the Company enforceable against Parent and Merger Sub 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 Parent Company Board, at a meeting duly called and held 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)Agreement, the “Parent Board Recommendation”). The Merger Sub Sole Member has (A) (1) determined that this Agreement Voting Agreement, and the Transactions, including the Merger, are in the best interests of Merger Sub and the Company, (2ii) approved this Agreement and the Voting Agreement and declared that the Transactions, including the Merger, are advisable, (iii) 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, and (Biv) executed a written consent pursuant resolved to which it has authorized, adopted and approved this Agreement and make the Transactions, including the MergerCompany Board Recommendation. As of the date hereof, none of the foregoing actions by the Parent Company Board or the Merger Sub Sole Member have been rescinded or withdrawn or modified in any way. The Parent Company Stockholder Approval is the only vote of the holders of any class or series of Parent the Company Capital Stock that is necessary to approve the Parent Stock Issuance Merger and the other Transactions, including the Merger. (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 Parent Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent or Merger Subthe 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 Liens upon any of the properties or assets of Parent the Company or any of its Subsidiaries under, any provision of any Parent Company Contract to which Parent the Company or any of its Subsidiaries is a party or by which Parent or Merger Sub the Company or any of their respective its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 4.4 are duly and timely obtained or made and the Parent Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub has all requisite organizational 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 Parent Pxxxxx and Merger Sub and the consummation by Parent Pxxxxx and Merger Sub of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Shareholder Approval) and Merger Sub, subjectsubject to, with respect to consummation of the Merger, the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and legally binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held unanimously, (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are in the best interests of Parent and its stockholdersshareholders, (ii) adopted and 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 approval at the Parent Stockholders Shareholders 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”)Issuance. The Merger Sub Sole Member Stockholder has (A) (1A)(1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of Merger Sub and (2) adopted and approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (B) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or the Merger Sub Sole Member have been rescinded rescinded, withdrawn or modified in any way. The Parent Stockholder Shareholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance and Transactions, including the MergerMerger and the Parent Stock 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 Parent Stockholder Shareholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either 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 Liens upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any Parent Contract to which Parent or any of its Subsidiaries is a party or by which Parent or Parent, Merger Sub or Sub, any of their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Shareholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub The Company has all requisite organizational corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Subthe Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval and (ii) the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due and valid execution of this Agreement by the CompanyParent and Merger Sub, constitutes a valid and binding obligation of each of Parent and Merger Sub the Company enforceable against Parent and Merger Sub 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 Parent Company Board, at a meeting duly called and held unanimouslyheld, acting upon the unanimous recommendation of the Company Special Committee, (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 Merger Sub the Company and the Company Stockholders, (2ii) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (iii) 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 (Biv) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and made the Transactions, including the MergerCompany Board Recommendation. As of the date hereof, none of the foregoing actions by the Parent Company Board or the Merger Sub Sole Member have been rescinded or modified in any way. The Assuming that the terms of the Parent Series D Preferred Stock and Parent Series E Preferred Stock to be issued to the holders of Company Series A Preferred Stock and Company Series B Preferred Stock, respectively, are as set forth in the articles supplementary in the forms attached hereto as Annex C and Annex D, as applicable, (i) each holder of Company Series A Preferred Stock and Company Series B 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 (ii) the Company Stockholder Approval is the only vote of the holders of any class or series of Parent the Company Capital Stock that is necessary to approve the Parent Stock Issuance Merger and Transactions, the other Transactions (including the Mergerconversion 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 Parent Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent or Merger Subthe 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 Liens Lien upon any of the properties or assets of Parent the Company or any of its Subsidiaries under, any provision of any Parent Company Contract to which Parent the Company or any of its Subsidiaries is a party or by which Parent or Merger Sub the Company or any of their respective its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 4.4 are duly and timely obtained or made and the Parent Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Mxxxxx Sub has all requisite 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 Parent Pxxxxx and Merger Mxxxxx Sub and the consummation by Parent Pxxxxx and Merger Sub of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub, subjectsubject to, with respect to consummation of the Merger, the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and legally binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held 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) (1A)(1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of Merger Sub and (2) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (B) executed a written consent pursuant to which it has authorized, adopted authorized and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or the Merger Sub Sole Member have been rescinded rescinded, withdrawn or modified in any way. The Parent Stockholder Approval There is the only no vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance and Transactions, including the MergerMerger and the Parent Stock 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 Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either 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 Liens upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any Parent Contract to which Parent or any of its Subsidiaries is a party or by which Parent or Parent, Merger Sub or Sub, any of their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtainedmade, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub The Company has all requisite organizational corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Subthe Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval and (ii) the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due and valid execution of this Agreement by the CompanyParent and Merger Sub, constitutes a valid and binding obligation of each of Parent and Merger Sub the Company enforceable against Parent and Merger Sub 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 Parent Company Board, at a meeting duly called and held unanimouslyheld, acting upon the unanimous recommendation of the Company Special Committee, (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 Merger Sub the Company and the Company Stockholders, (2B) 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 (BD) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and made the Transactions, including the MergerCompany Board Recommendation. As of the date hereof, none of the foregoing actions by the Parent Company Board or the Merger Sub Sole Member have has been rescinded or modified in any way. The Parent Company Stockholder Approval is the only vote of the holders of any class or series of Parent the Company Capital Stock that is necessary to approve the Parent Stock Issuance Merger and the other Transactions, including the 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 Parent Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent or Merger Subthe 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 Liens Lien upon any of the properties or assets of Parent the Company or any of its Subsidiaries under, any provision of any Parent Company Contract to which Parent the Company or any of its Subsidiaries is a party or by which Parent or Merger Sub the Company or any of their respective its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 4.4 are duly and timely obtained or made and the Parent Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub The Company has all requisite organizational 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 Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Subthe Company, subject, with respect to consummation of the Merger, to (i) receipt of the Company Shareholder Approval and (ii) the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due and valid execution of this Agreement by the CompanyXxxxxx and Merger Sub, constitutes a valid and legally binding obligation of each of Parent and Merger Sub the Company enforceable against Parent and Merger Sub 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 Parent Board, at a meeting duly called and held 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 Special Committee (A) (1i) determined that this Agreement and the Transactions, including the Merger, are advisable and in the best interests of Merger Sub the Company and the Company Shareholders (2) approved this Agreement other than certain related parties and declared that the Transactions, including holders of the Merger, are advisableCancelled Shares), and (Bii) executed recommended that the Company Board determine the same. The Company Board, at a written consent pursuant to which it has authorizedmeeting duly called and held, adopted and approved acting on the recommendation of the 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 Shareholders, (B) directed that the Transactions, including the Merger, be submitted for consideration at the Company Shareholders Meeting for their approval, (C) 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 Parent Company Board or the Merger Sub Sole Member have been rescinded rescinded, withdrawn or modified in any way. The Parent Stockholder Company Shareholder Approval is the only vote of the holders of any class or series of Parent the Company Capital Stock that is necessary to approve the Parent Stock Issuance and Transactions, including the 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 Parent Stockholder Company Shareholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent or Merger Subthe 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 Liens Lien upon any of the properties or assets of Parent or the Company, any of its Subsidiaries under, any provision of any Parent Company Contract to which Parent or the Company, any of its Subsidiaries is a party or by which Parent or Merger Sub or the Company, any of their respective its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 4.4 are duly and timely obtained or made and the Parent Stockholder Company Shareholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent or the 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 Liens Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub has all requisite organizational corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub, subject, with respect to consummation of the Merger, the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held 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 (iviii), the “Parent Board Recommendation”). The Merger Sub Sole Member has (A) (1i)(A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of Merger Sub and (2B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (Bii) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or the Merger Sub Sole Member have been rescinded or modified in any way. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance and Transactions, including the 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 Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either 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 Liens upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any Parent Contract to which Parent or any of its Subsidiaries is a party or by which Parent or Merger Sub or any of their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub has all requisite organizational 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 Parent Pxxxxx and Merger Mxxxxx Sub and the consummation by Parent Pxxxxx and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub, subjectsubject to, with respect to consummation of the Merger, the filing of the Merger Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State State. The execution, delivery and Maryland Department, respectivelyperformance 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 each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to 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 Parent Board, at a meeting duly called and held unanimously, (i) 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, stockholders and (ii) approved this Agreement, the CVR Agreement and the Transactions, including the Parent Stock Issuance. Parent, (iii) directed that as the Parent Common Stock Issuance be submitted to the holders sole member 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)Merger Sub, the “Parent Board Recommendation”). The Merger Sub Sole Member has (A) (1i)(A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of Merger Sub and (2B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (Bii) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. As Neither the Parent Board nor Parent, as the sole member of the date hereofMerger Sub, none has subsequently rescinded, modified or withdrawn any of the foregoing actions by the Parent Board or the Merger Sub Sole Member have been rescinded or modified in any wayresolutions. The Parent Stockholder Approval is the only No vote of the holders of any class or series of Parent Capital Stock is necessary to approve the Parent Stock Issuance entry into this Agreement and the CVR Agreement or the consummation of the Transactions, including the 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 Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either 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 Liens upon any of the properties or assets of Parent or any of its Subsidiaries under, under any provision of any Parent Contract to which Parent or any of its Subsidiaries is a party or by which Parent or Merger Sub or any of their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtainedmade, contravene, conflict with or result in a violation of any Law applicable to 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub has all requisite organizational corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub, subject, with respect to consummation of the Merger, the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held unanimouslyheld, unanimously (i) determined that this Agreement and the Transactions, including the Merger and the Parent Common Stock Issuance, are in the best interests of Parent and its stockholdersthe Parent Stockholders, (ii) 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 to the holders of Parent Common Stock for its consideration at the Parent Stockholders Meeting and (iv) recommended that made 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 Board has (A) (1) by unanimous vote determined that this Agreement and the Transactions, including the Merger, are in the best interests of Merger Sub and (2) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (B) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or the Merger Sub Sole Member have been rescinded or modified in any way. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance and Transactions, including the MergerSub. (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 Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either 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 Liens upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any Parent Contract to which Parent or any of its Subsidiaries is a party or by which Parent or Merger Sub or any of their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub has all requisite organizational 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 Parent Xxxxxx and Merger Sub and the consummation by Parent Xxxxxx and Merger Sub of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Shareholder Approval) and Merger Sub, subjectsubject to, with respect to consummation of the Merger, the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and legally binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held unanimously, (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are in the best interests of Parent and its stockholdersshareholders, (ii) adopted and 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 approval at the Parent Stockholders Shareholders 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”)Issuance. The Merger Sub Sole Member Stockholder has (A) (1A)(1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of Merger Sub and (2) adopted and approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (B) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or the Merger Sub Sole Member have been rescinded rescinded, withdrawn or modified in any way. The Parent Stockholder Shareholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance and Transactions, including the MergerMerger and the Parent Stock 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 Parent Stockholder Shareholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either 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 Liens upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any Parent Contract to which Parent or any of its Subsidiaries is a party or by which Parent or Parent, Merger Sub or Sub, any of their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Shareholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub The Company has all requisite organizational 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 Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Subthe Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval and (ii) the filing of the Merger Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectivelyState. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due and valid execution of this Agreement by the CompanyXxxxxx, Merger Sub and Parent Manager, constitutes a valid and binding obligation of each of Parent and Merger Sub the Company enforceable against Parent and Merger Sub 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 Parent Company Board, at a meeting duly called and held unanimouslyheld, by resolutions of the directors present and voting at such meeting (i) determined that this Agreement and the Transactionswhich resolutions have not been subsequently rescinded, 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 (ivmodified or withdrawn), 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 Merger Sub the Company and the Company Stockholders, (2B) 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 (BD) executed a written consent pursuant resolved to which it has authorized, adopted and approved this Agreement and make the Transactions, including the MergerCompany Board Recommendation. As of the date hereofExcept as permitted under Section 6.3, none of the foregoing actions by the Parent Company Board or the Merger Sub Sole Member have been rescinded or withdrawn or modified in any way. The Parent Company Stockholder Approval is the only vote of the holders of any class or series of Parent the Company Capital Stock that is necessary to approve the Parent Stock Issuance Merger and the other Transactions, including the Merger. (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 Parent Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent or Merger Subthe 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 Liens upon any of the properties or assets of Parent the Company or any of its Subsidiaries under, any provision of any Parent Company Contract to which Parent the Company or any of its Subsidiaries is a party or by which Parent or Merger Sub the Company or any of their respective its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 4.4 are duly and timely obtained or made and the Parent Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub has all requisite organizational 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 Parent Xxxxxx and Merger Sub and the consummation by Parent Xxxxxx and Merger Sub of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub, subjectsubject to, with respect to consummation of the Merger, the filing of the Certificate of Merger and Articles the Certificate of Merger Designations for the Exchanged Parent Preferred Stock (the “Designation”) with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and legally binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held unanimously, (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are in the best interests of Parent and its stockholders, shareholders and (ii) adopted and 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 Stockholder has (A) (1A)(1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of Merger Sub and (2) adopted and approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (B) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or the Merger Sub Sole Member have been rescinded rescinded, withdrawn or modified in any way. The Parent Stockholder Approval is the only vote No approval of the holders of any class or series of Parent Capital Stock is necessary to approve the Parent Stock Issuance and Transactions, including the Merger. (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 Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either 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 Liens upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any Parent Contract to which Parent or any of its Subsidiaries is a party or by which Parent or Parent, Merger Sub or Sub, any of their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtainedmade, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub The Company has all requisite organizational 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 Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions, including the consummation of the Merger, have been duly and validly authorized by all necessary organizational corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Subthe Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval and (ii) the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due and valid execution of this Agreement by the CompanyParent, Buyer and Parent Manager, constitutes a valid and legally binding obligation of each of Parent and Merger Sub the Company enforceable against Parent and Merger Sub 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 Parent Company Board, at a meeting duly called and held unanimouslyheld, (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 Merger Sub and the Company, (2B) 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 (BD) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and made the Transactions, including the MergerCompany Board Recommendation. As of the date hereofExcept as permitted under Section 7.3, none of the foregoing actions by the Parent Company Board or the Merger Sub Sole Member have been rescinded rescinded, withdrawn or modified in any way. The Assuming that the terms of the Parent Series E Cumulative Redeemable Preferred Stock to be issued to the holders of Company Preferred Stock are as set forth in the articles supplementary in the forms attached hereto as Annex B, (1) each holder of Company Preferred Stock shall not have the right to convert any of the shares of Company Preferred Stock, as applicable, into Company Common Stock as a result of the Merger, and (2) the Company Stockholder Approval is the only vote of the holders of any class or series of Parent the Company Capital Stock that is necessary to approve the Parent Stock Issuance Merger and Transactions, the other Transactions (including the Mergerconversion 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 Parent Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent or Merger Subthe 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 Liens Lien upon any of the properties or assets of Parent the Company or any of its Subsidiaries under, any provision of any Parent Company Contract to which Parent the Company or any of its Subsidiaries is a party or by which Parent or Merger Sub the Company or any of their respective its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 4.4 are duly and timely obtained or made and the Parent Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent 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 Liens Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect and an adverse effect on the validity of the MergerEffect.

Authority; No Violations; Approvals. (a) Each of Parent and Merger Sub has all requisite organizational 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 Parent Pxxxxx and Merger Sub and the consummation by Parent Pxxxxx and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary organizational corporate or limited liability company action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub, subject, with respect to consummation of the Merger, to (i) the Parent Stockholder Approval and (ii) the filing of the Certificate of Merger and Articles of Merger with, and acceptance for record by, with the Delaware Secretary of State and Maryland Department, respectively. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held unanimously, (i) determined that this Agreement and the Transactions, including the Parent Stock IssuanceIssuance 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 IssuanceIssuance and the Parent Charter Amendment, are advisable, (iii) directed that the Parent Common Stock Issuance and the Parent Charter Amendment be submitted to the holders of Parent Common Stock for its consideration at the Parent Stockholders Meeting Meeting, and (iv) recommended that resolved to make the holders of Parent Common Stock approve the Parent Common Stock Issuance (such recommendation described in clause (iv), the “Parent Board Recommendation”). The Parent, as the sole member of Merger Sub Sole Member Sub, has (A) (1i)(A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of Merger Sub and (2B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (Bii) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or the sole member of Merger Sub Sole Member have been rescinded or withdrawn or modified in any way. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance and Transactions, including the MergerParent 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 Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either 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 Liens upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any Parent Contract (except for the Parent Convertible Notes Indenture) to which Parent or any of its Subsidiaries is a party or by which Parent or Merger Sub or any of their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to 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 Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and an adverse effect on the validity of the MergerEffect.