Common use of Authority; Non-Contravention; Approvals Clause in Contracts

Authority; Non-Contravention; Approvals. (a) Powin Energy has full corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached hereto, to consummate the transactions contemplated hereby. Powin Energy’s execution and delivery of this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize its execution and delivery of this Agreement and its consummation of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy and constitutes its and binding agreement, enforceable against it in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception. (b) Powin Energy’s execution and delivery of this Agreement does not, and their consummation of the transactions contemplated hereby will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of their properties or assets under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation or By-laws, (ii) subject to obtaining the Powin Energy stockholders’ approval, any Law or Order, injunction, writ, permit or license of any Governmental Authority applicable to them or any of their properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are now a party or by which they or any of their properties or assets may be bound, excluding from the foregoing clauses (ii) and (iii), such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do not, in the aggregate, have a Material Adverse Effect on Powin Energy. (c) Except for the filing and clearance of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if needed, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s execution and delivery of this Agreement or their consummation of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Material Adverse Effect on Powin Energy.

Authority; Non-Contravention; Approvals. (a) Powin Energy Corporation has full corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached hereto, and to consummate the transactions contemplated hereby. Powin EnergyCorporation’s execution and delivery of this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and consented to by action taken without a meeting by Powin Corporation shareholders holding a majority of the voting power of Powin Corporation and no other corporate proceedings on its part are necessary to authorize its execution and delivery of this Agreement and its consummation of the transactions contemplated hereby, hereby except for the Powin Energy stockholders’ filing and approval attached heretoof an Information Statement with the SEC under Rule 14c under the Exchange Act. This Agreement has been duly and validly executed and delivered by Powin Energy Corporation and constitutes its valid and binding agreement, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles ((i) and (ii) the “Enforceability Exception”). (b) The performance by each of Powin Energy’s execution and delivery Corporation of its obligations under this Agreement does not, and their the consummation of the transactions contemplated hereby herein will not, violate, not conflict with its Articles of Incorporation or Bylaws or result in a breach of any provision of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of their properties or assets under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation or By-laws, (ii) subject to obtaining the Powin Energy stockholders’ approval, any Law or Order, injunction, writ, permit or license of any Governmental Authority applicable to them or any of their properties or assets, or (iii) any note, bondindenture, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease loan agreement or other instrument, obligation agreement or agreement of any kind instrument to which they are now Powin Corporation is a party or by which they Powin Corporation is bound or to which any of the property or assets of Powin Corporation is subject, nor will any such action result in any violation of the provisions of the Articles of Incorporation or the Bylaws of Powin Corporation or any applicable Law or any Order, rule or regulation of any Governmental Authority having jurisdiction over Powin Corporation or any of their properties or assets may be bound, excluding from the foregoing clauses (ii) and (iii), such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do not, in the aggregate, have a Material Adverse Effect on Powin Energyrespective properties. (c) Except for the filing and clearance of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if needed, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s execution and delivery of this Agreement or their consummation of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Material Adverse Effect on Powin Energy.

Authority; Non-Contravention; Approvals. (a) Powin Energy MCRLP has full corporate all requisite limited partnership power and authority to enter into execute and deliver this Agreement and, subject and to the Powin Energy stockholders’ approval attached hereto, to consummate perform the transactions contemplated hereby. Powin Energy’s execution and delivery of by this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize its . The execution and delivery of this Agreement and its consummation the performance by MCRLP of the transactions contemplated hereby, except for by this Agreement have been approved by the Powin Energy stockholders’ approval attached heretogeneral partner of MCRLP and no other partnership voting or other proceeding on the part of MCRLP is necessary to authorize the execution and delivery by MCRLP of this Agreement or the performance by MCRLP of the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Powin Energy MCRLP and constitutes its a valid and binding agreement, obligation of MCRLP enforceable against it MCRLP in accordance with its terms, except that as such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement or creditors’ rights generally and (ii) general equitable principles. (b) Powin Energy’s The execution and delivery by MCRLP of this Agreement does not, and their consummation the performance of the transactions contemplated hereby by this Agreement do not and will not, violate, not (i) conflict with or result in a breach of any provision of, of the limited partnership agreement or comparable organizational documents of MCRLP; (ii) result in a violation or material breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination termination, modification or cancellation of, or the loss of a benefit under or accelerate the performance required by, or result in a right of termination termination, modification, cancellation or acceleration under, or result in the creation of any Lien upon any of their properties or assets under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation or By-laws, (ii) subject to obtaining the Powin Energy stockholders’ approval, any Law or Order, injunction, writ, permit or license of any Governmental Authority applicable to them or any of their properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease contract or other instrument, obligation or agreement instrument of any kind to which they are MCRLP is now a party or by which they any of their respective assets or businesses may be bound or affected; or (iii) violate any order, writ, judgment, injunction, decree, statute, treaty, rule or regulation applicable to MCRLP or any of their properties its assets or assets may be bound, excluding from the foregoing clauses (ii) and (iii), such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do not, in the aggregate, have a Material Adverse Effect on Powin Energybusinesses. (c) Except for the filing and clearance of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if needed, no No declaration, filing or registration with, or notice to, or authorization, consent consent, order or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s required to be obtained or made in connection with or as a result of the execution and delivery of this Agreement by MCRLP or their the performance by MCRLP of the transactions contemplated by this Agreement or the consummation of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Material Adverse Effect on Powin Energyby this Agreement.

Authority; Non-Contravention; Approvals. (a) Powin Energy 6.4.1 Each of Centerprise and Mergersub has full corporate all requisite right, power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached hereto, and to consummate the transactions contemplated hereby. Powin Energy’s execution This Agreement has been approved by the Boards of Directors of Centerprise and delivery of this AgreementMergersub, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its the part of Centerprise or Mergersub are necessary to authorize its the execution and delivery of this Agreement or the consummation by Centerprise and its consummation Mergersub of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy Centerprise and Mergersub and, assuming the due authorization, execution and delivery hereof by the Company constitutes its a valid and legally binding agreementagreement of Centerprise and Mergersub, enforceable against it each of them in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. (b) Powin Energy’s 6.4.2 The execution and delivery of this Agreement by Centerprise and Mergersub does not, and their consummation of the transactions contemplated hereby will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of their the properties or assets of Centerprise and Mergersub under any of the terms, conditions or provisions of (i) Powin Energy’s the Certificate of Incorporation or By-lawslaws of Centerprise or Mergersub, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to them Centerprise or Mergersub or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are Centerprise or Mergersub is now a party or by which they Centerprise, Mergersub or any of their respective properties or assets assets, may be boundbound or affected, excluding from the foregoing clauses except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by Centerprise and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii)) of the immediately preceding sentence, such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do notsubject, in the aggregatecase of the terms, have a Material Adverse Effect on Powin Energyconditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) Centerprise Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancy. 6.4.3 Except with respect to (ci) Except for the filing and clearance declaration of the Information Statement and effectiveness of the Form 8-K with Registration Statements by the SEC pursuant to the Exchange Act and any blue sky qualificationsfilings, if neededrequired, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "Centerprise Required Statutory Approvals") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by Centerprise or their Mergersub or the consummation by Centerprise or Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would notare not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of Centerprise and its subsidiaries, taken as a whole (a "Centerprise Material Adverse Effect on Powin EnergyEffect").

Authority; Non-Contravention; Approvals. (a) Powin Energy CPT has full all necessary corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to obtaining the Powin Energy stockholders’ approval attached heretoRequired CPT Stockholder Vote, to consummate the CPT Merger and the other transactions contemplated herebyby this Agreement. Powin Energy’s execution Subject to obtaining the Required CPT Stockholder Vote, the execution, delivery and delivery performance by CPT of this Agreement, and its the consummation by CPT of the CPT Merger and the other transactions contemplated herebyby this Agreement, have been duly authorized by its board all necessary corporate action on the part of directors CPT, and no other corporate proceedings actions on its the part of CPT are necessary to authorize its execution and delivery of this Agreement or to consummate the CPT Merger or the other transactions contemplated by this Agreement other than (i) obtaining the Required CPT Stockholder Vote, (ii) the filing and its consummation recordation of the transactions contemplated hereby, except for CPT Certificate of Merger as required by the Powin Energy stockholders’ approval attached heretoDGCL and (iii) filings by CPT as may be required by the HSR Act. This Agreement has been duly and validly executed and delivered by Powin Energy CPT and, assuming the due authorization, execution and delivery by Inuvo, constitutes a valid and binding obligation of CPT enforceable against CPT in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at Law). The affirmative vote of the holders of a majority of the issued and outstanding CPT Common Stock (i) entitled to vote at a duly called and held meeting of CPT stockholders or (ii) action by written consent as permitted by the CPT Bylaws, will be the only vote of the holders of capital stock of CPT necessary to approve and adopt this Agreement and the Merger (the “Required CPT Stockholder Vote”). (b) Parent has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, and to consummate the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and constitutes its a valid and binding agreement, agreement of Parent enforceable against it in accordance with its terms, except that as such enforcement enforceability may be subject limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the Enforceability Exceptionrights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at Law). (bc) Powin Energy’s execution CPT Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, and to consummate the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by CPT Merger Sub and constitutes a valid and binding agreement of CPT Merger Sub enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at Law). (d) Inuvo Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, and to consummate the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Inuvo Merger Sub and constitutes a valid and binding agreement of Inuvo Merger Sub enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at Law). (e) Except as disclosed in Section 4.4(e) of the CPT Disclosure Schedule, the execution, delivery and performance of this Agreement does notby CPT, CPT Merger Sub, Inuvo Merger Sub and their Parent and the consummation of the CPT Merger and the Inuvo Merger and the other transactions contemplated hereby do not and will not, not violate, conflict with with, give rise to the right to modify or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt, or result in the creation of any Lien Lien, security interest or encumbrance upon any of their the properties or assets of CPT or any of its Subsidiaries (including without limitation Parent, CPT Merger Sub and Inuvo Merger Sub) under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective certificate of Incorporation incorporation or By-lawsbylaws or similar governing documents of CPT or any of its Subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or OrderLaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority Entity applicable to them CPT or any of its Subsidiaries or any of their respective properties or assets, or subject in the case of consummation, to obtaining CPT Required Statutory Approvals and the Required CPT Stockholder Vote, (iii) any noteCPT Permit, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of (iv) any kind Contract to which they are now CPT or any of its Subsidiaries is a party or by which they CPT or any of its Subsidiaries or any of their respective properties or assets may be boundbound or affected, excluding from the foregoing clauses (ii) and (iii), other than such violations, conflicts, rights to modify, breaches, defaults, terminations, accelerations or creations of liensLiens, security interests, charges interests or encumbrances that do would not, individually or in the aggregate, have reasonably be expected to result in a CPT Material Adverse Effect on Powin EnergyEffect. (cf) Except as disclosed in Section 4.4(f) of the CPT Disclosure Schedule and for (i) obtaining the Required CPT Stockholder Vote, (ii) the filings by CPT as may be required by the HSR Act, (iii) the filing and clearance effectiveness of the Information Registration Statement with the SEC, including the Joint Proxy Statement/Prospectus, and (iv) the filing of the CPT Certificate of Merger and the Form 8-K with Inuvo Certificate of Merger as required by the SEC pursuant DGCL (the filings and approvals referred to in clauses (i), (ii), (iii) and (iv) collectively, the Exchange Act and any blue sky qualifications, if needed“CPT Required Statutory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental Governmental Entity or regulatory body or authority other Person is necessary for Powin Energy’s the execution and delivery of this Agreement by CPT or their the consummation by CPT of the CPT Merger or the Inuvo Merger or the other transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, reasonably be expected to have a CPT Material Adverse Effect on Powin EnergyEffect.

Authority; Non-Contravention; Approvals. (a) Powin Energy has Parent and Subsidiary each have full corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached heretoParent Stockholders' Approval (as defined in Section 7.3(b)) and the Parent Required Statutory Approvals (as defined in Section 4.4(c)), to consummate the transactions contemplated hereby. Powin Energy’s execution This Agreement has been approved by the Boards of Directors of Parent and delivery Subsidiary and the sole stockholder of this AgreementSubsidiary, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its the part of Parent or Subsidiary are necessary to authorize its the execution and delivery of this Agreement or, except for the Parent Stockholders' Approval, the consummation by Parent and its consummation Subsidiary of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy each of Parent and Subsidiary, and, assuming the due authorization, execution and delivery hereof by the Company, constitutes its a valid and legally binding agreement, agreement of each of Parent and Subsidiary enforceable against it each of them in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. (b) Powin Energy’s execution The execution, delivery and delivery performance of this Agreement does not, by each of Parent and their Subsidiary and the consummation of the Merger and the transactions contemplated hereby do not and will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest or encumbrance upon any of their the properties or assets of Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective certificates of Incorporation incorporation or By-lawsbylaws of Parent or any of its subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them Parent or any of its subsidiaries or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are Parent or any of its subsidiaries is now a party or by which they Parent or any of its subsidiaries or any of their respective properties or assets may be boundbound or affected. The consummation by Parent and Subsidiary of the transactions contemplated hereby will not result in any violation, excluding conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Parent Required Statutory Approvals and the Parent Stockholder's Approval, and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties as specified in Section 4.4(b) of the Parent Disclosure Schedule. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges interests or encumbrances that do not, in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect on Powin EnergyEffect. (c) Except for (i) the filings by Parent required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing and clearance of the Information Registration Statement and the Form 8-K Joint Proxy Statement/ Prospectus (as such terms are defined in Section 4.9) with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any the Securities Act of 1933, as amended (the "Securities Act"), and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky qualificationsauthorities, if needed(iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger, and (iv) any required filings with or approvals from the Nasdaq National Market, applicable state environmental authorities, public service commissions and public utility commissions (the filings and approvals referred to in clauses (i) through (iv) are collectively referred to as the "Parent Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by Parent or their Subsidiary or the consummation by Parent or Subsidiary of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, not reasonably be expected to have a Parent Material Adverse Effect on Powin EnergyEffect.

Authority; Non-Contravention; Approvals. (a) Powin Energy Inuvo has full all necessary corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to obtaining the Powin Energy stockholders’ approval attached heretoRequired Inuvo Stockholder Vote, to consummate the Inuvo Merger and the other transactions contemplated herebyby this Agreement. Powin Energy’s execution Subject to obtaining the Required Inuvo Stockholder Vote, the execution, delivery and delivery performance by Inuvo of this Agreement, and its the consummation by Inuvo of the Inuvo Merger and the other transactions contemplated herebyby this Agreement, have been duly authorized by its board all necessary corporate action on the part of directors Inuvo, and no other corporate proceedings actions on its the part of Inuvo are necessary to authorize its execution and delivery of this Agreement or to consummate the Inuvo Merger or the other transactions contemplated by this Agreement other than (i) obtaining the Required Inuvo Stockholder Vote, (ii) the filing and its consummation recordation of the transactions contemplated hereby, except for Inuvo Certificate of Merger as required by the Powin Energy stockholders’ approval attached heretoNRS and (iii) filings by Inuvo as may be required by the HSR Act. This Agreement has been duly and validly executed and delivered by Powin Energy Inuvo and, assuming the due authorization, execution and delivery by Parent, CPT, CPT Merger Sub, and Inuvo Merger Sub, constitutes its a valid and binding agreement, obligation of Inuvo enforceable against it Inuvo in accordance with its terms, except that as such enforcement enforceability may be subject limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the Enforceability Exceptionrights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at Law). The affirmative vote of the holders of a majority of the issued and outstanding Inuvo Common Stock (i) entitled to vote at a duly called and held meeting of Inuvo stockholders or (ii) action by written consent as permitted by the Inuvo Bylaws, will be the only vote of the holders of capital stock of Inuvo necessary to approve and adopt this Agreement and the Merger (the “Required Inuvo Stockholder Vote”). (b) Powin Energy’s execution Except as disclosed in Section 5.4(b) of the Inuvo Disclosure Schedule, the execution, delivery and delivery performance of this Agreement does not, by Inuvo and their the consummation of the Inuvo Merger and the other transactions contemplated hereby do not and will not, not violate, conflict with with, give rise to the right to modify or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt, or result in the creation of any Lien Lien, security interest or encumbrance upon any of their the properties or assets of Inuvo or any of its Subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective certificate of Incorporation incorporation or By-lawsbylaws or similar governing documents of Inuvo or any of its Subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or OrderLaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority Entity applicable to them Inuvo or any of its Subsidiaries or any of their respective properties or assets, or subject in the case of consummation, to obtaining Inuvo Required Statutory Approvals and the Required Inuvo Stockholder Vote, (iii) any noteInuvo Permit, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of (iv) any kind Inuvo Material Contract to which they are now Inuvo or any of its Subsidiaries is a party or by which they Inuvo or any of its Subsidiaries or any of their respective properties or assets may be boundbound or affected, excluding from the foregoing clauses (ii) and (iii), other than such violations, conflicts, rights to modify, breaches, defaults, terminations, accelerations or creations of liensLiens, security interests, charges interests or encumbrances that do would not, individually or in the aggregate, have reasonably be expected to result in a Inuvo Material Adverse Effect on Powin EnergyEffect. (c) Except as disclosed in Section 5.4(c) of the Inuvo Disclosure Schedule and except for (i) obtaining the Required Inuvo Stockholder Vote, (ii) the filings by Inuvo as may be required by the HSR Act, (iii) the filing and clearance effectiveness of the Information Registration Statement and the Form 8-K with the SEC pursuant SEC, including the Joint Proxy Statement/Prospectus, and (iv) the filing of the Inuvo Certificate of Merger as required by the NRS (the filings and approvals referred to in clauses (i), (ii), (iii) and (iv) collectively, the Exchange Act and any blue sky qualifications, if needed“Inuvo Required Statutory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental Governmental Entity or regulatory body or authority other Person is necessary for Powin Energy’s the execution and delivery of this Agreement by Inuvo or their the consummation by Inuvo of the Inuvo Merger or the other transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, reasonably be expected to have a Inuvo Material Adverse Effect on Powin EnergyEffect.

Authority; Non-Contravention; Approvals. (a) Powin Energy The Company has full corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached heretoCompany Stockholders' Approval (as defined in Section 7.3(a)) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. Powin Energy’s execution and delivery This Agreement has been approved by the Board of this Agreement, and its consummation Directors of the transactions contemplated herebyCompany, have been duly authorized by its board of directors and no other corporate proceedings on its the part of the Company are necessary to authorize its the execution and delivery of this Agreement and its or, except for the Company Stockholders' Approval, the consummation by the Company of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiary, constitutes its a valid and legally binding agreementagreement of the Company, enforceable against it the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (b) general equitable principles. (b) Powin Energy’s execution The execution, delivery and delivery performance of this Agreement does not, by the Company and their the consummation of the Merger and the transactions contemplated hereby do not and will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest or encumbrance upon any of their the properties or assets of the Company or any of its subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective certificates of Incorporation incorporation or By-lawsbylaws of the Company or any of its subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them the Company or any of its subsidiaries or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are the Company or any of its subsidiaries is now a party or by which they the Company or any of its subsidiaries or any of their respective properties or assets may be boundbound or affected. The consummation by the Company of the transactions contemplated hereby will not result in any violation, excluding conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals and the Company Stockholders' Approval, and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties as specified in Section 5.4(b) of the Company Disclosure Schedule. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges interests or encumbrances that do not, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on Powin EnergyEffect. (c) Except for (i) the filings by the Company required by the HSR Act, (ii) the filing and clearance of the Information Statement and the Form 8-K Joint Proxy Statement/Prospectus with the SEC pursuant to the Exchange Act and the Securities Act, (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger, and (iv) any blue sky qualificationsrequired filings with or approvals from applicable state environmental authorities, if neededpublic service commissions and public utility commissions (the filings and approvals referred to in clauses (i) through (iv) are collectively referred to as the "Company Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by the Company or their the consummation by the Company of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, not reasonably be expected to have a Company Material Adverse Effect on Powin EnergyEffect.

Authority; Non-Contravention; Approvals. (a) Powin Energy Purchaser has full all requisite corporate or similar power and authority to enter into execute and deliver this Agreement and, subject and the Transaction Documents to the Powin Energy stockholders’ approval attached hereto, which it is a party and to consummate perform its obligations and the transactions contemplated herebyby this Agreement and the Transaction Documents. Powin Energy’s execution and delivery of this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize its The execution and delivery of this Agreement and the Transaction Documents and the performance by Purchaser of its consummation of obligations and the transactions contemplated herebyby this Agreement and the Transaction Documents have been approved by the managing member of Purchaser, except for and no other corporate or other proceedings on the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy and constitutes its and binding agreement, enforceable against it in accordance with its terms, except that such enforcement may be subject part of Purchaser are necessary to authorize the Enforceability Exception. (b) Powin Energy’s execution and delivery of this Agreement does notand the Transaction Documents by Purchaser and the performance by Purchaser of its obligations and the transactions contemplated by this Agreement and the Transaction Documents. This Agreement has been, and on the Closing Date the Transaction Documents will be, duly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement and the Transaction Documents by Seller, constitute or upon their consummation execution will constitute, legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms. (b) The execution and delivery by Purchaser of this Agreement and the Transaction Documents and the performance by it of the transactions contemplated hereby by this Agreement and the Transaction Documents will not, violate, not (i) conflict with or result in a breach of any provision of, of the certificate of incorporation or bylaws (or similar organizational documents) of Purchaser; (ii) result in a violation or breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination of, or the loss of a benefit under or accelerate the performance required by, or result in a right of termination termination, modification, cancellation or acceleration under, or result in the creation of any Lien upon any of their properties or assets under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation or By-laws, (ii) subject to obtaining the Powin Energy stockholders’ approval, any Law or Order, injunction, writ, permit or license of any Governmental Authority applicable to them or any of their properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease contract or other instrument, obligation instrument or agreement of any kind to which they are Purchaser is now a party or by which they Purchaser, any of its Affiliates or any of their properties its respective properties, assets or assets rights may be boundbound or affected; or (iii) violate any order, excluding from writ, injunction, decree, statute, treaty, rule or regulation applicable to Purchaser or any of its Affiliates other than, in the foregoing case of clauses (ii) and (iii)) above, such violationsas have not had and would not reasonably be expected to have, conflicts, breaches, defaults, terminations, accelerations individually or creations of liens, security interests, charges or encumbrances that do not, in the aggregate, have a Purchaser Material Adverse Effect on Powin EnergyEffect. (c) Except for the filing and clearance filings by Purchaser set forth in Section 4.2(c) of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if neededPurchaser Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent consent, order or approval of, any governmental Governmental Authority, excluding the Domiciliary Regulator, or regulatory body other Person is required to be obtained or authority is necessary for Powin Energy’s made in connection with or as a result of the execution and delivery and performance of this Agreement and the Transaction Documents by Seller or the consummation by Seller, the Target Entities or their consummation respective Affiliates of the transactions contemplated herebyby this Agreement and the Transaction Documents, other than such declarations, filings, registrations, notices, authorizations, consents consents, orders or approvals which, if not made or obtained, as the case may be, would not, not result in the aggregate, have a Purchaser Material Adverse Effect on Powin EnergyEffect.

Authority; Non-Contravention; Approvals. (a) Powin Energy Each of Parent and Merger Sub has full corporate power and authority to enter into this Agreement and, subject to and the Powin Energy stockholders’ approval attached hereto, CVR Agreement and to consummate the transactions contemplated herebyhereby and thereby. Powin Energy’s execution This Agreement and delivery the CVR Agreement have been unanimously approved by the Board of this AgreementDirectors of each of Parent and Merger Sub, and its consummation of the transactions contemplated herebyby Parent as sole stockholder in Merger Sub, have been duly authorized by its board of directors and no other corporate proceedings on its the part of either Parent or Merger Sub are necessary to authorize its the execution and delivery of this Agreement or the CVR Agreement or the consummation by each of Parent and its consummation Merger Sub of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached heretohereby and thereby. This Agreement has been duly and validly executed and delivered by Powin Energy each of Parent and Merger Sub, and, assuming the due authorization, execution and delivery hereof and thereof by the Company, constitutes its a valid and legally binding agreementagreement of each of Parent and Merger Sub, enforceable against it each of Parent and Merger Sub in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Upon execution and delivery of the Enforceability ExceptionCVR Agreement by Parent, Merger Sub, and assuming the due authorization, execution and delivery thereof by each of the other parties thereto, the CVR Agreement will constitute a valid and legally binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. (b) Powin Energy’s execution The execution, delivery and delivery performance of this Agreement does not, and their the CVR Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby and thereby do not and will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of any Lien lien, security interest or encumbrance upon any of their the properties or assets of Parent or any of its Subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective certificates of Incorporation incorporation or Byby-lawslaws or similar organizational documents of Parent, Merger Sub or any Subsidiary of Parent, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them Parent, Merger Sub or any Subsidiary of Parent or any of their respective properties or assets, subject in the case of consummation, to obtaining the Parent Required Statutory Approvals (as defined in Section 3.02(c)) prior to the Acceptance Date, or (iii) any noteloan or credit agreement, bond, debenture, note, mortgage, indenture, deed of trustguarantee, licenselease or other agreement, franchisecontract, commitment, obligation, undertaking, permit, concession, contract, lease franchise or license or other binding instrument, obligation whether oral or agreement of any kind written (each, including all amendments thereto, a "Contract") to which they are now Parent, Merger Sub or any Subsidiary of Parent is a party or by which they Parent, Merger Sub or any Subsidiary of Parent or any of their respective properties or assets may be boundbound or affected, excluding from other than, in the foregoing clauses case of (ii) and (iii)) above, such violations, conflicts, breaches, defaults, terminations, accelerations accelerations, offers, prepayments or creations of liens, security interests, charges interests or encumbrances that do notare not reasonably likely to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated hereby and thereby. For purposes of this Agreement the term "Subsidiary" means, with respect to any Person (as defined in Section 3.06), any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the aggregate, have a Material Adverse Effect on Powin Energyboard of directors or other persons performing similar functions are at any time directly or indirectly owned by that Person. (c) Except for (i) any filings by Parent and Merger Sub that may be required by the filing Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) any filings by Parent and clearance Merger Sub required by, and approvals under, foreign antitrust and competition laws ("Foreign Antitrust Laws"), (iii) the applicable requirements of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualificationsthe Securities Act, if neededany, (iv) the filing and recordation of appropriate merger documents as required by the DGCL, (v) any filings with or approvals from authorities required solely by virtue of the jurisdictions in which the Company or its Subsidiaries conduct any business or own any assets and (vi) any required filings with or approvals from applicable domestic or foreign environmental authorities (the filings and approvals referred to in clauses (i) through (vi) collectively referred to as the "Parent Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement or their the CVR Agreement by Parent or Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated herebyhereby and thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, whether individually and in the aggregate, have a Material Adverse Effect on Powin Energywould not prevent or materially impair or delay the ability of Parent or Merger Sub to perform its obligations under this Agreement or the CVR Agreement (including, but not limited to the consummation of the Offer, the Merger and the other transactions contemplated hereby and thereby) or subject Parent or any of its Subsidiaries or any of its or their officers, directors or employees to any criminal liability.

Authority; Non-Contravention; Approvals. (a) Powin Energy has Parent and Merger Sub have full corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached hereto, and to consummate the transactions contemplated herebyTransactions. Powin Energy’s This Agreement and the Transactions have been approved by the respective boards of directors of Parent and Merger Sub and, promptly after the execution and delivery hereof, will be duly adopted by Parent as the sole stockholder of this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors Merger Sub and no other corporate proceedings on its the part of Parent or Merger Sub are necessary to authorize its the execution and delivery of this Agreement and its the consummation by Parent and Merger Sub of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached heretoTransactions. This Agreement has been duly and validly executed and delivered by Powin Energy Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company, constitutes its a valid and legally binding agreement, agreement of Parent and Merger Sub enforceable against it each of them in accordance with its terms, except that as such enforcement may be subject limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the Enforceability Exceptionenforcement of creditors’ rights generally, and (ii) general equitable principles. (b) Powin Energy’s The execution and delivery of this Agreement does not, by each of Parent and their Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby will not, Transactions do not (i) violate, conflict with or result in a breach of any provision of, or (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or (iii) result in the termination of, or (iv) accelerate the performance required byby Parent or any of its affiliates under, or (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of their the properties or assets under of Parent or Merger Sub under, or (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person under, any of the terms, conditions or provisions of (iA) Powin Energy’s Certificate the certificate of Incorporation incorporation or By-lawsbylaws of Parent or Merger Sub, (iiB) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority Entity applicable to them Parent or Merger Sub or any of their respective properties or assets, other than the approvals and consents from Governmental Entities referenced in Section 3.4(c) of the Company Disclosure Schedule or (iiiC) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease lease, partnership agreement, joint venture agreement or other instrument, obligation or agreement of any kind to which they are Parent or Merger Sub is now a party or by which they Parent or Merger Sub or any of their respective properties or assets may be boundbound or affected, excluding from the foregoing except with respect to clauses (iiB) and (iiiC), such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do not, in the aggregate, as would not have a Parent Material Adverse Effect on Powin EnergyEffect. (c) Except for the filing and clearance of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if needed, no No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority Governmental Entity is necessary for Powin Energy’s the execution and or delivery of this Agreement by Parent or their Merger Sub or the consummation by Parent or Merger Sub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals whichTransactions except (i) for (A) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities or “blue sky” laws or the rules and regulations of the NASDAQ, (B) the approvals and consents from Governmental Entities referenced in Section 3.4(c) of the Company Disclosure Schedule, or (C) the filing of the appropriate merger documents as required by the DGCL, or (ii) as would not made or obtained, as the case may be, would not, in the aggregate, have a Parent Material Adverse Effect on Powin EnergyEffect.

Authority; Non-Contravention; Approvals. (a) Powin Energy The Company has full corporate power and authority to enter into this Agreement Agreement, the CVR Agreement, the Initial Declaration of Trust (as defined below) and the Declaration of Trust and, subject to the Powin Energy stockholders’ approval attached heretoof the stockholders of the Company if required by the DGCL (the "Company Stockholder Approval"), to consummate the transactions contemplated herebyhereby and thereby. Powin Energy’s execution and delivery of this This Agreement, the CVR Agreement, the Initial Declaration of Trust and its consummation the Declaration of Trust have been approved by the Board of Directors of the transactions contemplated herebyCompany, have been duly authorized by its board of directors and no other corporate proceedings on its the part of the Company are necessary to authorize its the execution and delivery of this Agreement and its any such agreement or, except for the Company Stockholder Approval (if required by the DGCL), the consummation by the Company of the transactions contemplated hereby, except for hereby and thereby. Each of this Agreement and the Powin Energy stockholders’ approval attached hereto. This Agreement Initial Declaration of Trust has been duly and validly executed and delivered by Powin Energy the Company, and, assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger Sub (to the extent party thereto), constitutes its a valid and legally binding agreementagreement of the Company, enforceable against it the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Upon execution and delivery of the Enforceability ExceptionCVR Agreement and the Declaration of Trust by the Company, and assuming the due authorization, execution and delivery thereof by each of the other parties thereto, each of the CVR Agreement and the Declaration of Trust will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. (b) Powin Energy’s execution The execution, delivery and delivery performance of this Agreement does notAgreement, the CVR Agreement, the Initial Declaration of Trust and their the Declaration of Trust by the Company and the consummation of the transactions contemplated hereby and thereby do not and will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of any Lien lien, security interest or encumbrance upon any of their the properties or assets of the Company or any of its Subsidiaries, or the loss of any asset, right or benefit of the Company or any of its Subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective certificates of Incorporation incorporation or By-lawsbylaws or similar organizational documents of the Company or any of its Subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them the Company or any of its Subsidiaries or any of their respective properties or assets, subject in the case of consummation, to obtaining (prior to the Acceptance Date) the Company Required Statutory Approvals and prior to the Effective Time, the Company Stockholder Approval, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Contract to which they are now the Company or any of its Subsidiaries is a party or by which they the Company or any of its Subsidiaries or any of their respective properties or assets may be boundbound or affected, excluding from other than, in the foregoing clauses case of (ii) and (iii)) above, such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges interests or encumbrances that do notwould not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on Powin Energyor prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated hereby and thereby. (c) Except for (i) any filings by the filing Company that may be required by the HSR Act, (ii) any filings by the Company required by, and clearance approvals under, Foreign Antitrust Laws, (iii) the applicable requirements of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualificationsthe Securities Act, if neededany, (iv) the filing and recordation of appropriate merger documents as required by the DGCL, (v) any filings with or approvals from authorities required solely by virtue of the jurisdictions in which Parent or its Subsidiaries conduct any business or own any assets and (vi) any required filings with or approvals from applicable domestic or foreign environmental authorities (the filings and approvals referred to in clauses (i) through (vi) are collectively referred to herein as the "Company Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement Agreement, the CVR Agreement, the Initial Declaration of Trust or their the Declaration of Trust by the Company or the consummation by the Company of the transactions contemplated herebyhereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, (x) individually and in the aggregate, would not prevent or materially impede or delay the ability of the Company to perform its obligations under this Agreement, the CVR Agreement, the Initial Declaration of Trust or the Declaration of Trust or prevent or materially impede or delay the consummation of the Offer, the Merger and the other transactions contemplated hereby or thereby, (y) would not reasonably be expected to have a Company Material Adverse Effect or (z) subject the Company or any of its Subsidiaries or any its or their officers, directors or employees to any criminal liability. (d) The Board of Directors of the Company, at a meeting duly called and held, duly and unanimously adopted resolutions that are still in full force and effect as of the date hereof and, subject to Section 5.03 of this Agreement, will remain in full force and effect, (i) approving and declaring advisable the Offer, the Merger, this Agreement, the CVR Agreement, the Initial Declaration of Trust and the Declaration of Trust and the transactions contemplated hereby and thereby, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement, the CVR Agreement, the Initial Declaration of Trust and the Declaration of Trust and consummate the Offer, the Merger and the other transactions contemplated hereby and thereby, on Powin Energythe terms and subject to the conditions set forth in each such agreement, (iii) recommending that the Company's stockholders accept the Offer, tender their shares pursuant to the Offer and approve and adopt this Agreement (if required by applicable law), (iv) approving the acquisition of the shares of the Company Common Stock by Parent or Merger Sub pursuant to the Offer, the Top-Up Option and the Merger and the other transactions contemplated by this Agreement and by the CVR Agreement and (v) exempting this Agreement and the transactions contemplated hereby from the restrictions of Section 203 of the DGCL.

Authority; Non-Contravention; Approvals. (a) Powin Energy has Parent has, and Acquisition Sub shall have, full corporate power and authority to enter into this Agreement and, and subject to obtaining the Powin Energy stockholders’ approval attached heretoParent Required Approvals, to consummate the transactions contemplated hereby. Powin Energy’s execution The execution, delivery and delivery performance of this Agreement, Agreement and its the consummation by Parent and Acquisition Sub of the transactions contemplated hereby, hereby have been duly authorized by its board Parent's, and will have been duly authorized by, Acquisition Sub's Boards of directors Directors, and no other corporate proceedings on its the part of Parent and Acquisition Sub are necessary to authorize its the execution and delivery of this Agreement and its the consummation by Parent and Acquisition Sub of the transactions contemplated hereby, hereby except for the Powin Energy stockholders’ approval attached heretoobtaining of the Parent Required Approvals and the formation of Acquisition Sub. This Agreement has been duly and validly executed and delivered by Powin Energy Parent, and, assuming the due authorization, execution and delivery hereof by the Company, constitutes its a valid and legally binding agreement, agreement of Parent enforceable against it in accordance with its terms, except to the extent that such enforcement may be subject limited by laws of bankruptcy or insolvency or laws relating to the Enforceability Exceptioncreditor's rights generally. (b) Powin Energy’s Except as set forth in Section 5.3(b) of Parent Disclosure Schedule, the execution and delivery of this Agreement by Parent does not, and their the consummation by Parent of the transactions contemplated hereby will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of their the properties or assets of Parent or any of its Subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation the charters or By-lawsLaws of Parent or any of its Subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalParent Required Approvals, any Law or Orderstatute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them Parent or any of its Subsidiaries or any of their respective properties or assets, or and (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are Parent or any of its Subsidiaries is now a party or by which they Parent or any of its Subsidiaries or any of their respective properties or assets may be boundbound or affected, excluding from the foregoing clauses (ii) and (iii), ) such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do would not, in the aggregate, have a Parent Material Adverse Effect on Powin EnergyEffect. (c) Except for (i) the filings by Parent and the Company required by Title II of the HSR Act, (ii) the filing and clearance of the Information Registration Statement and the Form 8-K with the SEC pursuant to the Exchange Securities Act and any the declaration of the effectiveness thereof by the SEC and filings with various blue sky qualificationsauthorities, if needed(iii) the filing of necessary certificates with the Secretary of State of the State of Minnesota in connection with the Merger and (iv) the listing with the NYSE of the additional shares of Parent Common Stock to be issued in the Merger (the filings and approvals referred to in clauses (i) through (iv) are collectively referred to as the "Parent Required Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority Governmental Authority is necessary for Powin Energy’s the execution and delivery of this Agreement by Parent or their the consummation by Parent or Acquisition Sub of the transactions contemplated hereby, other than as contemplated in this Agreement and such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made the failure of which to make or obtainedobtain, as the case may be, would will not, in the aggregate, have a Parent Material Adverse Effect on Powin EnergyEffect.

Authority; Non-Contravention; Approvals. (a) Powin Energy CCMH has full corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached heretoCCMH Stockholders' Approval (as defined in Section 7.2 and CCMH Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. Powin Energy’s execution and delivery This Agreement has been approved by the Board of this AgreementDirectors of CCMH, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its the part of CCMH are necessary to authorize its the execution and delivery of this Agreement and its or, except for CCMH Stockholders' Approval, the consummation by CCMH of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy CCMH, and, assuming the due authorization, execution and delivery hereof by EChapman and Merger Subsidiary, constitutes its a valid and legally binding agreementagreement of CCMH, enforceable against it CCMH in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, and (ii) general equitable principles. (b) Powin Energy’s The execution and delivery of this Agreement by CCMH does not, and their consummation the performance of this Agreement and the transactions contemplated hereby will by CCMH shall not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of their the properties or assets of CCMH or any of its subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation the respective charters or By-lawslaws of CCMH or any of its subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them CCMH or any of its subsidiaries or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are CCMH or any of its subsidiaries is now a party or by which they CCMH or any of its subsidiaries or any of their respective properties or assets may be bound. The consummation by CCMH of the transactions contemplated hereby will not result in any violation, excluding conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) CCMH Required Statutory Approvals and CCMH Stockholders' Approval, and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do would not, in the aggregate, have a CCMH Material Adverse Effect on Powin EnergyEffect. (c) Except for (i) the filing and clearance of the Information Registration Statement and the Form 8-K with the SEC pursuant to the Securities Act and the Exchange Act and any the declaration of the effectiveness thereof by the SEC and filings with various state blue sky qualificationsauthorities, if neededand (ii) the making of the Merger Filing with the SDAT of the State of Maryland in connection with the Merger (the filings and approvals referred to in clauses (i) through (iii) above are collectively referred to as the "CCMH Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by CCMH or their the consummation by CCMH of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a CCMH Material Adverse Effect on Powin EnergyEffect.

Authority; Non-Contravention; Approvals. (a) Powin Energy Each Purchaser has full all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject and the Transaction Documents it is a party to the Powin Energy stockholders’ approval attached hereto, and to consummate perform the transactions contemplated herebyby this Agreement and the Transaction Documents it is a party to. Powin Energy’s execution and delivery of this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize its The execution and delivery of this Agreement and its consummation the Transaction Documents and the performance by each Purchaser of the transactions contemplated hereby, except for by this Agreement and the Powin Energy stockholders’ approval attached hereto. This Agreement has Transaction Documents it is a party to have been duly approved by the board of directors of such Purchaser and validly executed and delivered by Powin Energy and constitutes its and binding agreement, enforceable against it in accordance with its terms, except that no other corporate proceedings on the part of such enforcement may be subject Purchaser are necessary to authorize the Enforceability Exception. (b) Powin Energy’s execution and delivery of this Agreement does not, or the Transaction Documents it is a party to and their consummation the performance by such Purchaser of the transactions contemplated hereby by this Agreement and the Transaction Documents it is a party to. This Agreement has been, and upon their execution the applicable Transaction Documents will notbe, violateduly executed and delivered by each applicable Purchaser and, assuming the due authorization, execution and delivery of this Agreement and the Transaction Documents by Sellers constitutes and upon their execution the Transaction Documents will constitute, valid and binding obligations of such Purchaser enforceable against Purchaser in accordance with their respective terms. (b) The execution and delivery by each Purchaser of this Agreement and the Transaction Documents it is a party to and the performance of the transactions contemplated by this Agreement and the Transaction Documents it is a party to do not and will not (i) conflict with or result in a breach of any provision of, provisions of the certificate of incorporation or bylaws of such Purchaser; (ii) result in a violation or breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination of, or the loss of a benefit under or accelerate the performance required by, or result in a right of termination termination, modification, cancellation or acceleration under, or result in the creation of any Lien upon any of their properties or assets under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation or By-laws, (ii) subject to obtaining the Powin Energy stockholders’ approval, any Law or Order, injunction, writ, permit or license of any Governmental Authority applicable to them or any of their properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease contract or other instrument, obligation or agreement instrument of any kind to which they are such Purchaser or its Subsidiaries is now a party or by which they such Purchaser or its Subsidiaries or any of their respective properties or assets may be boundbound or affected; or (iii) violate any order, excluding from writ, injunction, decree, statute, treaty, rule or regulation applicable to such Purchaser or its Subsidiaries other than, in the foregoing case of clauses (ii) and (iii)) above, such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do as would not, individually or in the aggregate, have result in a Purchaser Material Adverse Effect on Powin EnergyEffect. (c) Except for the filing and clearance of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if neededas set forth on Schedule 4.2(c), no declaration, filing or registration with, or notice to, or authorization, consent consent, order or approval of, any governmental Person or regulatory body Governmental Authority is required to be obtained or authority is necessary for Powin Energy’s made in connection with or as a result of the execution and delivery of this Agreement and the Transaction Documents by any Purchaser or their consummation the performance by each Purchaser of the transactions contemplated herebyby this Agreement and the Transaction Documents it is a party to, other than such declarations, filings, registrations, notices, authorizations, consents consents, orders or approvals which, if not made or obtained, as the case may be, would not, not result in the aggregate, have a Purchaser Material Adverse Effect on Powin EnergyEffect.

Authority; Non-Contravention; Approvals. (a) Powin Energy Parent has full corporate all necessary power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the Powin Energy stockholders’ approval attached heretoMerger, to consummate the Merger and the other transactions contemplated herebyby this Agreement. Powin Energy’s execution The execution, delivery and delivery performance by Parent of this Agreement, and its the consummation by Parent of the Merger and the other transactions contemplated herebyby this Agreement, have been duly authorized by its board all necessary corporate action on the part of directors Parent, and no other corporate proceedings on its the part of Parent are necessary to authorize its execution this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than the approval of the Share Issuance by Parent’s stockholders and delivery the filing and recordation of appropriate merger documents as required by the DGCL and approval of this Agreement and its consummation by Parent as the sole stockholder of Merger Sub (which approval of Parent shall be obtained promptly after the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached heretodate hereof)). This Agreement has been duly and validly executed and delivered by Powin Energy Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes its a valid and binding agreement, obligation of Parent enforceable against it Parent in accordance with its terms, except that as such enforcement enforceability may be subject limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the Enforceability Exceptionrights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The affirmative vote of the holders of a majority of the outstanding Parent Common Stock entitled to vote at a duly called and held meeting of the Company’s stockholders is the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Parent Stockholder Approval”). (b) Powin EnergyAt a meeting duly called and held on September 14, 2006, the Board of Directors of Parent (i) determined that this Agreement and the other transactions contemplated hereby, including the Share Issuance, are advisable and in the best interests of Parent and Parent’s stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Share Issuance, and (iii) resolved to recommend approval of the Share Issuance by Parent’s stockholders. No takeover statute or similar statute or regulation relating to Parent is applicable to the Merger or to the transactions contemplated by this Agreement. With the exception of MedCap Partners L.P. and its affiliates, and without giving effect to the execution of this Agreement, neither Parent nor any affiliate or associate of Parent is, or has been during the last three years, an “interested stockholder” (as defined in Section 203 of the DGCL) of the Company. (c) The execution, delivery and delivery performance of this Agreement does not, by Parent and their the consummation of the Merger and the other transactions contemplated hereby (including the transactions contemplated by the Financing Commitment Letter) do not and will not, not violate, conflict with with, give rise to the right to modify or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt, or result in the creation of any Lien Lien, security interest or encumbrance upon any of their the properties or assets of Parent or any of its Subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective certificate of Incorporation incorporation or By-lawsbylaws or similar governing documents of Parent or any of its Subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority Entity applicable to them Parent or any of its Subsidiaries or any of their respective properties or assets, subject in the case of consummation, to obtaining the Parent Required Statutory Approvals and the Parent Stockholder Approval, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease Parent Permit or other instrument, obligation or agreement of any kind Contract to which they are now Parent or any of its Subsidiaries is a party or by which they Parent or any of its Subsidiaries or any of their respective properties or assets may be boundbound or affected, excluding from other than, in the foregoing clauses case of (ii) and (iii)) above, such violations, conflicts, rights to modify, breaches, defaults, terminations, accelerations or creations of liensLiens, security interests, charges interests or encumbrances that do would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Powin EnergyParent. (cd) Except for (i) the applicable requirements of the Exchange Act, (ii) the filing and clearance of the Information Statement Certificate of Merger and (iii) any required filings under the Form 8-K with rules and regulations of the SEC pursuant Nasdaq Capital Market (the filings and approvals referred to in clauses (i) through (iii) collectively, the Exchange Act and any blue sky qualifications, if needed“Parent Required Statutory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority Governmental Entity is necessary for Powin Energy’s the execution and delivery of this Agreement by Parent or their the consummation by Parent of the Merger and the other transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Powin EnergyParent.

Authority; Non-Contravention; Approvals. (a) Powin Energy The Advisor Parent has full corporate all requisite limited liability company power and authority to enter into execute and deliver this Agreement and, subject and the Transaction Documents to the Powin Energy stockholders’ approval attached hereto, which it is a party and to consummate perform the transactions contemplated herebyby this Agreement and such Transaction Documents. Powin Energy’s execution and delivery of this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize its The execution and delivery of this Agreement and its consummation the Transaction Documents to which the Advisor Parent is a party and the performance by the Advisor Parent of the transactions contemplated herebyby this Agreement and such Transaction Documents have been approved by the members of the Advisor Parent, except for and no other limited liability company or other proceedings on the Powin Energy stockholders’ approval attached heretopart of the Advisor Parent are necessary to authorize the execution and delivery of this Agreement and the Transaction Documents to which the Advisor Parent is a party by the Advisor Parent and the performance by the Advisor Parent of the transactions contemplated by this Agreement and such Transaction Documents. This Agreement has been been, and upon their execution the Transaction Documents to which the Advisor Parent is a party will be, duly and validly executed and delivered by Powin Energy the Advisor Parent and, assuming the due authorization, execution and constitutes its delivery of this Agreement and such Transaction Documents by each other party thereto that is not an Advisor Party, constitute, and upon their execution such Transaction Documents will constitute, valid and binding agreementobligations of the Advisor Parent, enforceable against it the Advisor Parent in accordance with its their respective terms, except that such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement or creditors’ rights generally and (ii) general equitable principles. (b) Powin Energy’s The execution and delivery by the Advisor Parent of this Agreement does not, and their consummation the Transaction Documents to which it is a party and the performance of the transactions contemplated hereby by this Agreement and such Transaction Documents do not and will not, violate, not (i) conflict with or result in a breach of any provision ofof the certificate of formation, operating agreement or comparable organizational documents of any of the Advisor Parties; (ii) result in a violation or breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination termination, modification or cancellation of, or the loss of a benefit under or accelerate the performance required by, or result in a right of termination termination, modification, cancellation or acceleration under, or result in the creation of any Lien upon any of their properties or assets under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation or By-laws, (ii) subject to obtaining the Powin Energy stockholders’ approval, any Law or Order, injunction, writ, permit or license of any Governmental Authority applicable to them or any of their properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease contract or other instrument, obligation or agreement instrument of any kind to which they are any of the Advisor Parties is now a party or by which they any of their respective assets may be bound or affected; or (iii) violate any order, writ, judgment, injunction, decree, statute, treaty, rule or regulation applicable to any of the Advisor Parties or any of their properties or assets may be boundrespective assets, excluding from the foregoing clauses (ii) and (iii), ) such violations, conflicts, breaches, defaults, terminations, modifications, cancellations, losses or accelerations or creations of liens, security interests, charges or encumbrances that do not, in the aggregate, would not be reasonably expected to have a Material Adverse Effect on Powin EnergyEffect. (c) Except for the filing and clearance of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if needed, no No material declaration, filing or registration with, or notice to, or authorization, consent consent, order or approval of, any governmental Governmental Authority is required to be obtained or regulatory body made in connection with or authority is necessary for Powin Energy’s as a result of the execution and delivery of this Agreement and the Transaction Documents to which it is a party by the Advisor Parent or their the performance by the Advisor Parent of the transactions contemplated by this Agreement and such Transaction Documents or the consummation of the transactions contemplated hereby, by this Agreement and such Transaction Documents other than such declarations(i) the filing with the SEC of any reports or other documents that may be required under the Securities Act or the Securities Exchange Act, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as (ii) the case may be, would not, in filing with the aggregate, have a Material Adverse Effect on Powin Energyappropriate state authorities of any required “blue sky” filings and (iii) filings of UCC financing statements pursuant to the Pledge Agreement.

Authority; Non-Contravention; Approvals. (a) Powin Energy has Parent and Merger Sub have full corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached heretoRequired Statutory Approvals, to consummate the transactions contemplated herebyTransactions. Powin Energy’s execution This Agreement and delivery of this Agreement, and its consummation of the transactions contemplated hereby, Transactions have been duly authorized approved by its board the respective boards of directors of Parent and Merger Sub and will be approved by Parent as the sole shareholder of Merger Sub and no other corporate proceedings on its the part of Parent or Merger Sub are necessary to authorize its the execution and delivery of this Agreement and its the consummation by Parent and Merger Sub of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached heretoTransactions. This Agreement has been duly and validly executed and delivered by Powin Energy Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company, constitutes its a valid and legally binding agreement, agreement of Parent and Merger Sub enforceable against it each of them in accordance with its terms, except that as such enforcement may be subject limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the Enforceability Exceptionenforcement of creditors’ rights generally, and (ii) general equitable principles. (b) Powin Energy’s The execution and delivery of this Agreement does not, by each of Parent and their Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby will not, Transactions do not (i) violate, conflict with or result in a breach of any provision of, or (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or (iii) result in the termination of, or (iv) accelerate the performance required byby Parent or any of its Affiliates under, or (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of their the properties or assets under of Parent or Merger Sub under, or (viii) give rise to any obligation to obtain any Third Party consent or provide any notice to any Person under, any of the terms, conditions or provisions of (iA) Powin Energy’s Certificate the respective charters, bylaws, partnership agreements, trust declarations, or other similar organizational instruments of Incorporation Parent or By-lawsany of its Subsidiaries, (iiB) subject to obtaining the Powin Energy stockholders’ approvalany law, any Law or Order, injunction, writ, permit Permit or license of any court or Governmental Authority Entity applicable to them Parent or any of its Affiliates or any of their respective properties or assets, or (iiiC) any note, bond, mortgage, indenture, deed of trust, license, franchise, permitPermit, concession, contractContract, lease lease, partnership agreement, joint venture agreement or other instrument, obligation or agreement of any kind to which they are Parent or any of its Affiliates is now a party or by which they Parent or any of its Affiliates or any of their respective properties or assets may be boundbound or affected, excluding from the foregoing except with respect to clauses (iiB) and (iiiC), such triggering of payments, Liens, encumbrances, filings, notices, Permits, authorizations, consents, approvals, violations, conflicts, breaches, defaults, terminations, accelerations breaches or creations of liens, security interests, charges or encumbrances that do not, in the aggregate, defaults which would not have a Parent Material Adverse Effect on Powin EnergyEffect. (c) Except for the filing and clearance of the Information Statement Required Statutory Approvals, and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if neededexcept as would not have a Parent Material Adverse Effect, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority Governmental Entity is necessary for Powin Energy’s the execution and or delivery of this Agreement by Parent or their Merger Sub or the consummation by Parent or Merger Sub of the transactions contemplated hereby, Merger and the Transactions other than (i) the Required Statutory Approvals, (ii) the filing with the SEC of (A) the Offer Documents and (B) such declarationsreports under Sections 13 and 16 of the Exchange Act as may be required in connection with this Agreement and the Transactions, filings(iii) the filing of the Articles of Merger with the Secretary of the Commonwealth of Massachusetts, registrations, notices, authorizations, consents or approvals which, if not made or obtained, and (iv) such filings as may be required under the case may be, would not, in rules and regulations of the aggregate, have a Material Adverse Effect on Powin EnergyNew York Stock Exchange.

Authority; Non-Contravention; Approvals. (a) Powin Energy The Company has full corporate all necessary power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the Powin Energy stockholders’ approval attached heretoMerger, to consummate the Merger and the other transactions contemplated herebyby this Agreement. Powin Energy’s execution The execution, delivery and delivery performance by the Company of this Agreement, and its the consummation by the Company of the Merger and the other transactions contemplated herebyby this Agreement, have been duly authorized by its board all necessary corporate action on the part of directors the Company, and no other corporate proceedings on its the part of the Company are necessary to authorize its execution this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than the approval and delivery adoption of this Agreement and its consummation the Merger by the affirmative votes of the transactions contemplated hereby, except for holders of a majority of the Powin Energy stockholders’ approval attached heretooutstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Powin Energy the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes its a valid and binding agreement, obligation of the Company enforceable against it the Company in accordance with its terms, except that as such enforcement enforceability may be subject limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the Enforceability Exceptionrights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote at a duly called and held meeting of the Company’s stockholders is the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”). (b) Powin EnergyAt a meeting duly called and held on September 20, 2006, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Merger, are advisable and in the best interests of the Company and the Company’s execution stockholders, (ii) approved and delivery adopted this Agreement and the transactions contemplated hereby, including the Merger and (iii) resolved to recommend approval and adoption of this Agreement does notand the Merger by the Company’s stockholders. The actions taken by the Board of Directors of the Company constitute approval of the Merger, this Agreement and the other transactions contemplated hereby by the Board of Directors of the Company under the provisions of Section 203 of the DGCL such that the restrictions on “business combinations” as set forth in Section 203 of the DGCL do not apply to this Agreement or the transactions contemplated hereby. No other takeover statute or other similar statute or regulation relating to the Company is applicable to the Merger or the transactions contemplated by this Agreement. With the exception of MedCap Partners L.P. and its affiliates, and their without giving effect to the execution of this Agreement, neither the Company nor any affiliate or associate of the Company is, or has been during the last three years, an “interested stockholder” (as defined in Section 203 of the DGCL) of Parent. (c) The execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other transactions contemplated hereby do not and will not, not violate, conflict with with, give rise to the right to modify or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt, or result in the creation of any Lien Lien, security interest or encumbrance upon any of their the properties or assets of the Company or any of its Subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective certificate of Incorporation incorporation or By-lawsbylaws or similar governing documents of the Company or any of its Subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority Entity applicable to them the Company or any of its Subsidiaries or any of their respective properties or assets, subject in the case of consummation, to obtaining the Company Required Statutory Approvals and the Company Stockholder Approval, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease Company Permit or other instrument, obligation or agreement of any kind Contract to which they are now the Company or any of its Subsidiaries is a party or by which they the Company or any of its Subsidiaries or any of their respective properties or assets may be boundbound or affected, excluding from other than, in the foregoing clauses case of (ii) and (iii)) above, such violations, conflicts, rights to modify, breaches, defaults, terminations, accelerations or creations of liensLiens, security interests, charges interests or encumbrances that do would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Powin EnergyCompany. (cd) Except for (i) the applicable requirements of the Exchange Act, (ii) the filing and clearance of the Information Statement Certificate of Merger and (iii) any required filings under the Form 8-K with rules and regulations of the SEC pursuant Nasdaq Capital Market (the filings and approvals referred to in clauses (i) through (iii) collectively, the Exchange Act and any blue sky qualifications, if needed“Company Required Statutory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority Governmental Entity is necessary for Powin Energy’s the execution and delivery of this Agreement by the Company or their the consummation by the Company of the Merger and the other transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Powin EnergyCompany.

Authority; Non-Contravention; Approvals. (a) Powin Energy The Company has full the requisite corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholdersCompany Stockholders’ approval attached heretoApproval (as defined in Section 5.17), to perform its obligations hereunder and to consummate the transactions contemplated hereby. Powin Energy’s execution and delivery of this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize its The execution and delivery of this Agreement and its the consummation of the transactions contemplated herebyhereby have been duly authorized and approved by the Board of Directors of the Company. No other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or, except for the Powin Energy stockholdersCompany Stockholders’ approval attached heretoApproval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Powin Energy the Company, and, assuming with respect to this Agreement the due authorization, execution and delivery hereof by CytRx and Merger Subsidiary, constitutes its a valid and legally binding agreementagreement of the Company, enforceable against it the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptionapplicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Powin Energy’s execution The Company Board of Directors, at a meeting duly called and held, has unanimously (i) approved and declared advisable this Agreement and the Merger, and (ii) resolved to recommend that stockholders of the Company adopt this Agreement and approve the Merger. (c) The execution, delivery and performance of this Agreement does not, by the Company and their the consummation of the Merger and the transactions contemplated hereby do not and will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any Lien lien, security interest or encumbrance upon any of their the properties or assets of the Company under any of the terms, conditions or provisions of (i) Powin Energy’s the Certificate of Incorporation or By-lawsthe Bylaws of the Company, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them the Company or any of their its properties or assets, subject, in the case of consummation, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals (as defined in Section 5.03(d)) and the Company Stockholders’ Approval, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Contract to which they are the Company is now a party or by which they the Company or any of their its properties or assets may be boundbound or affected, excluding from other than, in the foregoing case of clauses (ii) and (iii) of this paragraph (b), such violations, conflicts, breaches, defaults, terminations, accelerations accelerations, contractual requirements or creations of liens, security interests, charges interests or encumbrances that do notwould not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect on Powin Energyand would not prevent or materially delay the consummation of the Merger. (cd) Except for (i) the filing and clearance of the Information Statement and the Form 8-K with the SEC of the Company’s proxy statement relating to the Company Stockholders’ Meeting (as defined in Section 6.07), which also shall constitute the prospectus of CytRx with respect to the shares of CytRx Common Stock to be issued as part of the Merger Consideration (the “Proxy Statement/Prospectus”), and other applicable filings pursuant to the Exchange Act Act, and) the filing of the Certificate of Merger with the Secretary of State in connection with the Merger (collectively, the “Company Required Statutory Approvals”), and any blue sky qualifications, if needed, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by the Company or their the consummation by the Company of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would notnot reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect on Powin Energyand would not prevent or materially delay the consummation of the Merger.

Authority; Non-Contravention; Approvals. (a) Powin Energy Each of Parent and Merger Subsidiary has full the requisite corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached hereto, and to consummate the transactions contemplated hereby. Powin Energy’s execution This Agreement and delivery of this Agreement, and its consummation of the transactions contemplated hereby, Merger have been duly authorized approved and adopted by its board the boards of directors of Parent and Merger Subsidiary and Parent as the sole shareholder of Merger Subsidiary, and no other corporate proceedings or similar proceeding on its the part are of Parent or Merger Subsidiary (or any other party) is necessary to authorize its the execution and delivery of this Agreement or the consummation by Parent and its consummation Merger Subsidiary of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy each of Parent and Merger Subsidiary and, assuming the due authorization, execution and delivery hereof by the Company, constitutes its a valid and legally binding agreement, agreement of each of Parent and Merger Subsidiary enforceable against it each of them in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, and (ii) general equitable principles. (b) Powin Energy’s execution The execution, delivery and delivery performance of this Agreement does not, by each of Parent and their Merger Subsidiary and the consummation of the Merger and the transactions contemplated hereby hereby, do not and will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest or encumbrance upon any of their the properties or assets of Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective certificates of Incorporation incorporation or By-lawsbylaws of Parent or any of its subsidiaries currently in effect, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them Parent or any of its subsidiaries or any of their respective properties or assets, subject, in the case of consummation, to obtaining (prior to the Effective Time) the Parent Required Statutory Approvals (as defined in Section 3.02(c)), or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (each a "Contract") to which they are Parent or any of its subsidiaries is now a party or by which they Parent or any of its subsidiaries or any of their respective properties or assets may be boundbound or affected, excluding from the foregoing clauses except, with respect to any item referred to in clause (ii) and or (iii), for any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, accelerations acceleration or creations creation of liens, security interests, charges interests or encumbrances that do not, in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect on Powin Energyand would not materially delay the consummation of the Merger. (c) Except for the filing and clearance of the Information Statement and the Form 8-K (i) applicable filings, if any, with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) filing of the Articles of Merger with the Commission, and (iii) filings with and approvals by any blue sky qualificationsregulatory authority with jurisdiction over the Parent's operations (including all Parent's subsidiaries) and the Company's racing and parimutuel wagering operations required under any Federal, if neededstate, local or foreign statute, ordinance, rule, regulation, permit, consent, approval, license, judgment, order, decree, injunction or other authorization governing or relating to the current or contemplated activities and operations of the Company, including, but not limited to, Title 37, Chapter 3769 of the Ohio Revised Code and the rules and regulations promulgated thereunder and all other rules and regulations, statutes and ordinances having authority or with which compliance is required for the conduct of gambling, and gaming (collectively, the "Racing Laws") (the filings and approvals referred to in clauses (i) through (iii) being collectively referred to as the "Parent Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by Parent or their Merger Subsidiary, or the consummation by Parent or Merger Subsidiary of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, not reasonably be expected to have a Parent Material Adverse Effect on Powin Energyand would not materially delay the consummation of the Merger.

Authority; Non-Contravention; Approvals. (a) Powin Energy The Company has full corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached heretoCompany Stockholders' Approval (as defined in Section 7.3(a)) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. Powin Energy’s execution The Board of Directors of the Company has at a meeting duly called and delivery held and at which a quorum was present and acting throughout, by the affirmative vote of the majority of the directors of the Company, (i) determined that this Agreement and the Merger are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, and (iii) resolved, in accordance with and subject to the terms of this Agreement, to recommend adoption of this Agreement by the Company's stockholders and its consummation of directed that this Agreement be submitted for consideration by the transactions contemplated hereby, have been duly authorized by its board of directors and no Company's stockholders. No other corporate proceedings on its the part of the Company are necessary to authorize its the execution and delivery of this Agreement and its or, except for the Company Stockholders' Approval, the consummation by the Company of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiary, constitutes its a valid and legally binding agreementagreement of the Company, enforceable against it the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (b) general equitable principles. (b) Powin Energy’s The execution and delivery of this Agreement does not, by the Company do not and their consummation of the transactions contemplated hereby will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination termination, acceleration or acceleration amendment under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of their the properties or assets of the Company or any of its subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the certificates of Incorporation incorporation, by-laws or By-lawssimilar organizational documents of the Company or any of its subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them the Company or any of its subsidiaries or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are the Company or any of its subsidiaries is now a party or by which they the Company or any of its subsidiaries or any of their respective properties or assets may be bound. The consummation by the Company of the transactions contemplated hereby will not result in any violation, excluding conflict, breach, default, termination, acceleration or creation of liens or rights under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clauses (i) and (ii) above, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals and the Company Stockholders' Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties as specified in the Company Disclosure Schedule. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do would not, in the aggregate, have a Company Material Adverse Effect on Powin EnergyEffect. (c) Except for (i) the filings by the Company required by, and the expiration or termination of any applicable waiting period under, the HSR Act, (ii) the filing and clearance of the Information Statement and the Form 8-K Joint Proxy Statement/Prospectus with the SEC pursuant to the Exchange Act Act, and any blue sky qualifications, if needed(iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "COMPANY REQUIRED STATUTORY APPROVALS"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by the Company or their the consummation by the Company of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Company Material Adverse Effect on Powin EnergyEffect.

Authority; Non-Contravention; Approvals. (a) Powin Energy has Acquiror and Acquisition Sub have full corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached heretoAcquiror Required Statutory Approvals, to consummate the transactions contemplated herebyhereby and thereby. Powin Energy’s execution and delivery of this Agreement, and its consummation of This Agreement has been approved by the transactions contemplated hereby, have been duly authorized by its board respective boards of directors of Acquiror and Acquisition Sub and by Acquiror as the sole stockholder of Acquisition Sub and no other corporate proceedings on its the part of Acquiror or Acquisition Sub are necessary to authorize its the execution and delivery of this Agreement and its the consummation by Acquiror and Acquisition Sub of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy Acquiror and Acquisition Sub and, assuming the due authorization, execution and delivery thereof by Target, constitutes its a valid and legally binding agreement, agreement of Acquiror and Acquisition Sub enforceable against it each of them in accordance with its terms, except that as such enforcement may be subject limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the Enforceability Exceptionenforcement of creditors’ rights generally and (ii) general equitable principles. (b) Powin Energy’s The execution and delivery of this Agreement does not, by Acquiror and their consummation of the transactions contemplated hereby will not, Acquisition Sub do not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or give rise to any obligation to make payments or provide compensation under, or result in the creation of any Lien upon any of their the properties or assets of Acquiror or any of its Subsidiaries, under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation or Bythe respective charters, by-laws, partnership agreements, trust declarations, or other similar organizational instruments of Acquiror or any of its Subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority Entity applicable to them Acquiror or any of its Subsidiaries or any of their respective properties or assets, assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease lease, partnership agreement, joint venture agreement or other instrument, obligation or agreement of any kind to which they are Acquiror or any of its Subsidiaries is now a party or by which they Acquiror or any of its Subsidiaries or any of their respective properties or assets may be boundbound or affected. The consummation by Acquiror and Acquisition Sub of the transactions contemplated by this Agreement will not result in any violation, excluding conflict, breach, termination, acceleration or creation of any Liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject, in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Acquiror Required Statutory Approvals. There are no consents required from commercial lenders, lessors or other third parties and all material violations, conflicts, breaches, defaults, terminations, accelerations, payments, compensations or creations of Liens referred to in the foregoing sentences of this paragraph (b). Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), and from the preceding sentence, are such violations, conflicts, breaches, defaults, terminations, accelerations accelerations, payments, compensations or creations of liensLiens, security intereststhat, charges individually or encumbrances that do not, in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Powin Energyor materially impair Acquiror’s ability to perform its obligations under this Agreement. (c) Except for the filing and clearance of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if neededAcquiror Required Statutory Approvals, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority Governmental Entity is necessary for Powin Energy’s the execution and delivery of this Agreement by Acquiror or their Acquisition Sub or the consummation by Acquiror or Acquisition Sub of the transactions contemplated hereby, other than thereby. Excluded from the foregoing sentence are such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, have a Material Adverse Effect on Powin Energyor materially impair Acquiror’s ability to perform its obligations under this Agreement.

Authority; Non-Contravention; Approvals. (a) Powin Energy has Acquiror and Acquisition Sub have full corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached heretoAcquiror Required Statutory Approvals, to consummate the transactions contemplated herebyhereby and thereby. Powin Energy’s execution and delivery of this Agreement, and its consummation of This Agreement has been approved by the transactions contemplated hereby, have been duly authorized by its board respective boards of directors of Acquiror and Acquisition Sub and by Acquiror as the sole stockholder of Acquisition Sub and no other corporate proceedings on its the part of Acquiror or Acquisition Sub are necessary to authorize its the execution and delivery of this Agreement and its the consummation by Acquiror and Acquisition Sub of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy Acquiror and Acquisition Sub and, assuming the due authorization, execution and delivery thereof by Company, constitutes its a valid and legally binding agreement, agreement of Acquiror and Acquisition Sub enforceable against it each of them in accordance with its terms, except that as such enforcement may be subject limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the Enforceability Exceptionenforcement of creditors’ rights generally and (ii) general equitable principles. (b) Powin Energy’s The execution and delivery of this Agreement does not, by Acquiror and their consummation of the transactions contemplated hereby will not, Acquisition Sub do not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or give rise to any obligation to make payments or provide compensation under, or result in the creation of any Lien upon any of their the properties or assets of Acquiror or any of its Subsidiaries, under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation or Bythe respective charters, by-laws, partnership agreements, trust declarations, or other similar organizational instruments of Acquiror or any of its Subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority Entity applicable to them Acquiror or any of its Subsidiaries or any of their respective properties or assets, assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease lease, partnership agreement, joint venture agreement or other instrument, obligation or agreement of any kind to which they are Acquiror or any of its Subsidiaries is now a party or by which they Acquiror or any of its Subsidiaries or any of their respective properties or assets may be boundbound or affected. The consummation by Acquiror and Acquisition Sub of the transactions contemplated by this Agreement will not result in any violation, excluding conflict, breach, termination, acceleration or creation of any Liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (A) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Acquiror Required Statutory Approvals, and (B) in the case of the terms, conditions or provisions described in clause (iii) above, to those consents that have been obtained as of the date of this Agreement. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), and from the preceding sentence, are such violations, conflicts, breaches, defaults, terminations, accelerations accelerations, payments, compensations or creations of liensLiens, security intereststhat, charges individually or encumbrances that do not, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Powin EnergyAcquiror or materially impair Acquiror’s ability to perform its obligations under this Agreement. (c) Except for Acquiror Required Statutory Approvals, filings with and actions by the filing SEC in connection with the Form S-4, and clearance filings with and actions by the NYSE in connection with the listing of the Information Statement Acquiror Common Stock issuable in connection with the Merger and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if neededother transactions contemplated by this Agreement, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority Governmental Entity is necessary for Powin Energy’s the execution and delivery of this Agreement by Acquiror or their Acquisition Sub or the consummation by Acquiror or Acquisition Sub of the transactions contemplated hereby, other than thereby. Excluded from the foregoing sentence are such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Powin EnergyAcquiror or materially impair Acquiror’s ability to perform its obligations under this Agreement.

Authority; Non-Contravention; Approvals. (a) Powin Energy USA Dealers has full corporate power and authority to enter into this Agreement and, subject to the Powin Energy USA Dealers' stockholders’ approval attached hereto' approval, to consummate the transactions contemplated hereby. Powin Energy’s The execution and delivery of this Agreement, and its the consummation by USA Dealers of the transactions contemplated hereby, have been duly authorized by its board USA Dealers' Board of directors Directors and no other corporate proceedings on its the part of USA Dealers are necessary to authorize its the execution and delivery of this Agreement and its the consummation by USA Dealers of the transactions contemplated hereby, except for the Powin Energy USA Dealers' stockholders’ approval attached hereto' approval. This Agreement has been duly and validly executed and delivered by Powin Energy USA Dealers, and, assuming the due authorization, execution and delivery hereof by Brands, constitutes its a valid and binding agreementagreement of USA Dealers, enforceable against it USA Dealers in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (b) general equitable principles. (b) Powin Energy’s The execution and delivery of this Agreement by USA Dealers does not, and their the consummation by USA Dealers of the transactions contemplated hereby will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of their the properties or assets of USA Dealers under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the charter or bylaws of Incorporation or By-lawsUSA Dealers, (ii) subject to obtaining the Powin Energy receipt of USA Dealers' stockholders’ ' approval, any Law or Orderstatute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them USA Dealers or any of their its properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are USA Dealers is now a party or by which they USA Dealers or any of their its properties or assets may be boundbound or affected, excluding from the foregoing clauses (ii) and (iii), ) such violations, conflicts, breaches, defaults, terminations, accelerations or creations creation of liens, security interestsinterest, charges or encumbrances that do would not, in the aggregate, have a Material Adverse Effect material adverse effect on Powin Energythe business, operations, properties, assets, condition (financial or other), results of operations or prospect of USA Dealers, taken as a whole. (c) Except for the filing and clearance of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if needed, no No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by USA Dealers or their the consummation by USA Dealers of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Material Adverse Effect material adverse effect on Powin Energythe business, operations, properties assets, condition (financial or other), results of operations or prospects of USA Dealers, taken as a whole.

Authority; Non-Contravention; Approvals. (a) Powin Energy The Company has full the requisite corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached heretoCompany Written Consent, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Powin Energy’s execution and delivery of this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize its The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to the Company Written Consent and the filing and recordation of the Articles of Merger pursuant to Florida Law. The affirmative vote of the holders of a majority in voting power of the outstanding Company Interests outstanding on the applicable record date (collectively, the “Company Requisite Vote”) is the only vote of the holders of any class or series of the Company Interests necessary to adopt this Agreement and approve the Merger and all other transaction contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Pxxxxx and Merger Sub constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. (b) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the Articles of Organization or Operating Agreement of the Company, (ii) subject to obtaining the Company Written Consent, conflict with or violate any Legal Requirement applicable to the Company, except for any such conflicts or violations that would not, individually or in the aggregate, have a Company Material Adverse Effect, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the rights of the Company or alter the rights or obligations of any third party thereunder, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of the assets or properties of the Company pursuant to, any Company Contract required to be disclosed on Section 2.15 of the Company Disclosure Schedule, except, for purposes of this clause (iii), as would not, individually or in the aggregate, have a Company Material Adverse Effect. (c) No material consent, approval, Order or authorization of, or registration, declaration or filing with any Governmental Body is required by or with respect to the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy and constitutes its and binding agreement, enforceable against it in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception. (b) Powin Energy’s execution and delivery of this Agreement does not, and their consummation of the transactions contemplated hereby will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of their properties or assets under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the filing of Incorporation or By-lawsthe Articles of Merger with the Secretary of State of the State of Florida, (ii) subject to obtaining the Powin Energy stockholders’ approvalfilings contemplated by Section 5.4(a), any Law or Order, injunction, writ, permit or license of any Governmental Authority applicable to them or any of their properties or assets, or and (iii) any note, bond, mortgage, indenture, deed the filing of trust, license, franchise, permit, concession, contract, lease a Form D Notice of Exempt Offering of Securities or other instrument, obligation or agreement of any kind to which they are now a party or by which they or any of their properties or assets may be bound, excluding from the foregoing clauses (ii) and (iii), such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do not, related filings in the aggregate, have a Material Adverse Effect reliance on Powin Energy. (c) Except for the filing and clearance an exemption provided in Regulation D of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if needed, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s execution and delivery of this Agreement or their consummation of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Material Adverse Effect on Powin EnergySecurities Act.

Authority; Non-Contravention; Approvals. (a) Powin Energy Purchaser has full corporate all requisite power and authority to enter into execute and deliver this Agreement and, subject and the Transaction Documents and to the Powin Energy stockholders’ approval attached hereto, to consummate perform the transactions contemplated herebyby this Agreement and the Transaction Documents. Powin Energy’s The execution and delivery by Purchaser of this Agreement and the Transaction Documents and the performance by Purchaser of the transactions contemplated by this Agreement and the Transaction Documents have been duly authorized and approved by the Board of Directors of Purchaser and no other corporate or other actions or proceedings on the part of Purchaser or any other Person are necessary to authorize the execution and delivery of this Agreement, Agreement or the Transaction Documents or the performance and its consummation by Purchaser of the transactions contemplated herebyby this Agreement and the Transaction Documents. This Agreement has been, have been and upon their execution the Transaction Documents will be, duly authorized executed and delivered by its board of directors and no other corporate proceedings on its part are necessary to authorize its Purchaser and, assuming the due authorization, execution and delivery of this Agreement and its consummation of the transactions contemplated herebyTransaction Documents by the Sellers and, except for with respect to the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly Escrow Agreement, the Escrow Agent, constitutes and validly executed and delivered by Powin Energy and constitutes its upon their execution the Transaction Documents will constitute, valid and binding agreement, obligations of Purchaser enforceable against it Purchaser in accordance with its their respective terms, except that such enforcement may be subject to the Enforceability Exception. (b) Powin Energy’s The execution and delivery by Purchaser of this Agreement does not, and their consummation the Transaction Documents and the performance of the transactions contemplated hereby by this Agreement and the Transaction Documents do not and will not, violate, not (i) conflict with or result in a breach of any provision of, provisions of the certificate of incorporation or bylaws of Purchaser; (ii) result in a violation or breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination of, or the loss of a benefit under or accelerate the performance required by, or result in a right of termination termination, modification, cancellation or acceleration under, or result in the creation of any Lien upon any of their properties or assets under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation or By-laws, (ii) subject to obtaining the Powin Energy stockholders’ approval, any Law or Order, injunction, writ, permit or license of any Governmental Authority applicable to them or any of their properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement Contract of any kind to which they are Purchaser or any of its subsidiaries is now a party Party or by which they Purchaser or any of its subsidiaries or any of their respective properties or assets may be boundbound or affected; or (iii) violate any order, excluding from writ, injunction, decree, statute, treaty, rule or regulation applicable to Purchaser or any of its Subsidiaries other than in the foregoing case of clauses (ii) and (iii), such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do not, ) above as would not reasonably be expected to result in the aggregate, have a Purchaser Material Adverse Effect on Powin EnergyEffect. (c) Except for the filing and clearance of filings by Purchaser required by the Information Statement HSR Act and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if neededAct, no declaration, filing or registration with, or notice to, or authorization, consent consent, order or approval of, any governmental Governmental Authority is required to be obtained or regulatory body made in connection with or authority is necessary for Powin Energy’s as a result of the execution and delivery of this Agreement and the Transaction Documents by Purchaser or their consummation the performance by Purchaser of the transactions contemplated herebyby this Agreement and the Transaction Documents, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, could not reasonably be expected to result in the aggregate, have a Purchaser Material Adverse Effect on Powin EnergyEffect.

Authority; Non-Contravention; Approvals. (a) Powin Energy 6.4.1 Each of Centerprise and Mergersub has full corporate all requisite right, power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached hereto, and to consummate the transactions contemplated hereby. Powin Energy’s execution This Agreement has been approved by the Boards of Directors of Centerprise and delivery of this AgreementMergersub, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its the part of Centerprise or Mergersub are necessary to authorize its the execution and delivery of this Agreement or the consummation by Centerprise and its consummation Mergersub of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy Centerprise and Mergersub and, assuming the due authorization, execution and delivery hereof by the Company constitutes its a valid and legally binding agreementagreement of Centerprise and Mergersub, enforceable against it each of them in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. (b) Powin Energy’s 6.4.2 The execution and delivery of this Agreement by Centerprise and Mergersub does not, and their consummation of the transactions contemplated hereby will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of their the properties or assets of Centerprise and Mergersub under any of the terms, conditions or provisions of (i) Powin Energy’s the Certificate of Incorporation or By-lawslaws of Centerprise or Mergersub, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to them Centerprise, Mergersub or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are Centerprise or Mergersub is now a party or by which they Centerprise, Mergersub or any of their respective properties or assets assets, may be boundbound or affected, excluding from the foregoing clauses except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by Centerprise and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii)) of the immediately preceding sentence, such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do notsubject, in the aggregatecase of the terms, have a Material Adverse Effect on Powin Energyconditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) Centerprise Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancy. 6.4.3 Except with respect to (ci) Except for the filing and clearance declaration of the Information Statement and effectiveness of the Form 8-K with Registration Statements by the SEC pursuant to the Exchange Act and any blue sky qualificationsfilings, if neededrequired, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "Centerprise Required Statutory Approvals") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by Centerprise or their Mergersub or the consummation by Centerprise or Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would notare not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of Centerprise and its subsidiaries, taken as a whole (a "Centerprise Material Adverse Effect on Powin EnergyEffect").

Authority; Non-Contravention; Approvals. (a) Powin Energy has full corporate Parent and Merger Sub have all necessary power and authority to enter into execute and deliver this Agreement andAgreement, subject to the Powin Energy stockholders’ approval attached hereto, perform their respective obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated herebyby this Agreement. Powin Energy’s execution The execution, delivery and delivery performance by Parent and Merger Sub of this Agreement, and its the consummation of the Offer, the Merger and the other transactions contemplated herebyby this Agreement, have been duly authorized by its board all necessary corporate action on the part of directors Parent and Merger Sub, and no other corporate proceedings on its the part of Parent or Merger Sub are necessary to authorize its execution this Agreement or to consummate the Offer or Merger or the other transactions contemplated by this Agreement (other than the filing and delivery recordation of the Certificate of Merger as required by the DGCL and approval of this Agreement and its consummation by Parent as the sole stockholder of Merger Sub (which approval of Parent shall be obtained promptly after the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached heretodate hereof)). This Agreement has been duly and validly executed and delivered by Powin Energy Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes its a valid and binding agreement, obligations of Parent and Merger Sub enforceable against it Parent and Merger Sub in accordance with its terms, except that as such enforcement enforceability may be subject limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the Enforceability Exceptionrights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No vote or approval of the holders of Parent Stock is required to approve the Share Issuance. (b) Powin Energy’s execution The execution, delivery and delivery performance of this Agreement does not, by Parent and their the consummation of the Merger and the other transactions contemplated hereby do not and will not, not violate, conflict with with, give rise to the right to modify or result in a breach of any provision of, or constitute a default (or an event Table of Contents which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt, or result in the creation of any Lien upon any of their the properties or assets of Parent or any of its Subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective certificate of Incorporation incorporation or By-lawsbylaws or similar governing documents of Parent or any of its Subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority Entity applicable to them Parent or any of its Subsidiaries or any of their respective properties or assets, subject in the case of consummation, to obtaining the Parent Required Statutory Approvals, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease Parent Permit or other instrument, obligation or agreement of any kind Contract to which they are now Parent or any of its Subsidiaries is a party or by which they Parent or any of its Subsidiaries or any of their respective properties or assets may be boundbound or affected, excluding from other than, in the foregoing clauses case of (ii) and (iii)) above, such violations, conflicts, rights to modify, breaches, defaults, terminations, accelerations or creations of liensLiens, security interests, charges interests or encumbrances that do would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on Powin EnergyEffect. (c) Except for (i) the filings by Parent required by the HSR Act, (ii) the filings by Parent required by Antitrust Laws of foreign jurisdictions, (iii) the applicable requirements of the Exchange Act, (iv) the filing of the Certificate of Merger, (v) the filing of the Offer Documents, the Registration Statement and clearance of the Information Statement and the Form 8-K with effectiveness of the SEC pursuant Registration Statement, and (vi) any required filings under the rules and regulations of NYSE (the filings and approvals referred to in clauses (i) through (v) collectively, the Exchange Act and any blue sky qualifications, if needed“Parent Required Statutory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority Governmental Entity is necessary for Powin Energy’s the execution and delivery of this Agreement by Parent or their Merger Sub or the consummation by Parent or Merger Sub, as applicable, of the Offer, the Merger or the other transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on Powin EnergyEffect. (d) Neither Parent nor any affiliate or associate of Parent is, or has been during the last three years, an “interested stockholder” (as defined in Section 203 of the DGCL) of the Company.

Authority; Non-Contravention; Approvals. (a) Powin Energy Each Seller has full corporate all requisite power and authority to enter into execute and deliver this Agreement and, subject and the Transaction Documents to the Powin Energy stockholders’ approval attached hereto, which it is a party and to consummate perform the transactions contemplated herebyby this Agreement and the Transaction Documents. Powin Energy’s The execution and delivery by each of the Sellers of this Agreement, Agreement and its consummation the Transaction Documents and the performance by each of the Sellers of the transactions contemplated hereby, by this Agreement and the Transaction Documents have been duly authorized and approved by its board the respective Board of directors Directors and the requisite stockholders of each of the Sellers, and except as set forth on Section 3.2(a) of the Disclosure Schedule, no other corporate or other actions or proceedings on its the part of any of the Sellers that are party thereto or any other Person are necessary to authorize its the execution and delivery of this Agreement and its the Transaction Documents by each of the Sellers that are party thereto or the performance and consummation by each of the Sellers of the transactions contemplated hereby, except for by this Agreement and the Powin Energy stockholders’ approval attached heretoTransaction Documents. This Agreement has been been, and upon their execution the Transaction Documents will be, duly and validly executed and delivered by Powin Energy and constitutes its and binding agreementeach of the Sellers that are party thereto and, enforceable against it in accordance with its termsassuming the due authorization, except that such enforcement may be subject to the Enforceability Exception. (b) Powin Energy’s execution and delivery of this Agreement does notand the Transaction Documents by Purchaser and, with respect to the Escrow Agreement, the Escrow Agent, constitutes, and upon their consummation execution the Transaction Documents will constitute, valid and binding obligations of each of the Sellers that are party thereto, enforceable against such Sellers in accordance with their respective terms. (b) The execution and delivery by each of the Sellers of this Agreement and the Transaction Documents that such Sellers are party to and the performance of the transactions contemplated hereby by this Agreement and the Transaction Documents do not and will not, violate, not (i) conflict with or result in a breach of any provision ofof the organizational documents of the Sellers; (ii) except as set forth in Section 3.2(b)(ii) of the Sellers’ Disclosure Schedule, or constitute a material default or a material event of default under (with or an event whichwithout due notice, with notice or lapse of time or both), would constitute a default) or give any third party the right to accelerate any obligation under, any material Contract to which any of the Sellers is a party, by which any of the Sellers may be bound or result in to which the termination ofPurchased Assets are subject (excluding the Identified Agreements), or accelerate the performance required by, or result in a right of termination or acceleration under, or (iii) result in the creation of any Lien upon material Encumbrance on the Purchased Assets or any other right or asset of their properties or assets under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation or By-lawsSellers, (iiiv) subject to obtaining the Powin Energy stockholders’ approval, violate any Law or Order, injunction, writ, permit or license of any Governmental Authority applicable to them the Sellers, the Business, the Purchased Assets or any the Assumed Liabilities, the violation of their properties or assetswhich could reasonably be expected to have a Business Material Adverse Effect, or (iiiv) require any noteauthorization, bondconsent, mortgageapproval, indenturewaiver, deed of trust, license, franchise, permit, concession, contract, lease exemption or other instrumentaction by, obligation or agreement of notice to, any kind party (other than the Sellers) to which they are now any Purchased Contract (each, a party or by which they or any of their properties or assets may be bound, excluding from the foregoing clauses (ii) and (iii“Consent”), such violations, conflicts, breaches, defaults, terminations, accelerations or creations except as disclosed in Section 3.2(b)(v) of liens, security interests, charges or encumbrances that do not, in the aggregate, have a Material Adverse Effect on Powin EnergySellers’ Disclosure Schedule. (c) Except for the filing filings by the Sellers required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and clearance as disclosed in Section 3.2(c) of the Information Statement Sellers’ Disclosure Schedule (collectively, the “Governmental Approvals”), and the Form 8-K with the SEC pursuant subject to the Exchange Act and any blue sky qualifications, if neededprovisions of Section 5.12 below, no declaration, filing filing, or registration with, or notice to, or authorization, consent consent, order or approval of, any governmental Governmental Authority is required to be obtained or regulatory body made in connection with or authority is necessary for Powin Energy’s as a result of the execution and delivery of this Agreement and the Transaction Documents by the Sellers or their consummation the performance by the Sellers of the transactions contemplated herebyby this Agreement and the Transaction Documents, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if except as could not made or obtained, as the case may be, would not, in the aggregate, reasonably be expected to have a Business Material Adverse Effect on Powin EnergyEffect.

Authority; Non-Contravention; Approvals. (a) Powin Energy Each Seller has full all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject and the Transaction Documents to the Powin Energy stockholders’ approval attached hereto, which it is a party and to consummate perform the transactions contemplated herebyby this Agreement and the Transaction Documents. Powin Energy’s execution and delivery of this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize its The execution and delivery of this Agreement and its consummation the Transaction Documents and the performance by each Seller of the transactions contemplated herebyby this Agreement and the Transaction Documents have been approved by the board of directors of such Seller, except for and no other corporate or other proceedings on the Powin Energy stockholders’ part of Seller and no approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy and constitutes or consent of such Seller’s shareholders or other interest holders of such Seller or any of its and binding agreement, enforceable against it in accordance with its terms, except that such enforcement may be subject Affiliates are necessary to authorize the Enforceability Exception. (b) Powin Energy’s execution and delivery of this Agreement does not, and their consummation the Transaction Documents by such Seller and the performance by such Seller of the transactions contemplated hereby by this Agreement and the Transaction Documents. This Agreement has been, and upon their execution the Transaction Documents will notbe, violateduly executed and delivered by each Seller and, assuming the due authorization, execution and delivery of this Agreement and the Transaction Documents by Purchasers, constitutes, and upon their execution the Transaction Documents will constitute, legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting or relating to creditors’ rights and remedies generally, and (ii) as to enforceability, general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Except as set forth on Section 3.2(b) of the Seller Disclosure Schedule, the execution and delivery by each Seller of this Agreement and the Transaction Documents and the performance by it of the transactions contemplated by this Agreement and the Transaction Documents will not (i) conflict with or result in a breach of any provision ofof the certificate of incorporation or bylaws (or similar organizational documents) of such Seller or the Companies, (ii) result in a violation or breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, result in the creation or imposition of an Encumbrance (other than a Permitted Encumbrance) upon any property or assets of such Seller or the Companies pursuant to, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of their properties or assets under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation or By-laws, (ii) subject to obtaining the Powin Energy stockholders’ approval, any Law or Order, injunction, writ, permit or license of any Governmental Authority applicable to them or any of their properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease contract or other instrument, obligation or agreement instrument of any kind to which they are such Seller or the Companies is now a party or by which they any of their respective assets are bound or (iii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to such Seller or the Companies or any of their properties or respective assets may be boundother than, excluding from in the foregoing case of clauses (ii) and (iii)) above, such violations, conflicts, breaches, defaults, terminations, accelerations as would not have or creations of liens, security interests, charges or encumbrances that do not, in the aggregate, be reasonably expected to have a Business Material Adverse Effect on Powin EnergyEffect. (c) Except for the filing and clearance as set forth in Section 3.2(c) of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if neededSeller Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent consent, order or approval of, any governmental Governmental Authority or regulatory body other Person, including, but not limited to, any authorization, consent, order, approval or authority notice under the Applicable Insurance Codes, is necessary for Powin Energy’s required to be obtained or made in connection with or as a result of the execution and delivery and performance of this Agreement and the Transaction Documents by each Seller or their the consummation by such Seller or the Companies of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as by this Agreement and the case may be, would not, in the aggregate, have a Material Adverse Effect on Powin EnergyTransaction Documents.

Authority; Non-Contravention; Approvals. (a) Powin Energy The Company has full --------------------------------------- the requisite corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached heretoCompany Stockholders' Approval (as defined in Section 6.01(a)) with respect solely to the Merger, to consummate the transactions contemplated hereby. Powin Energy’s execution This Agreement and delivery the Merger have been approved and adopted by the Board of this Agreement, and its consummation Directors of the transactions contemplated herebyCompany, have been duly authorized by its board of directors and no other corporate proceedings on its the part of the Company are necessary to authorize its the execution and delivery of this Agreement and its or, except for the Company Stockholders' Approval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes its a valid and legally binding agreementagreement of the Company, enforceable against it the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. (b) Powin Energy’s execution The execution, delivery and delivery performance of this Agreement does not, by the Company and their the consummation of the Merger and the transactions contemplated hereby do not and will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any Lien lien, security interest or encumbrance upon any of their the properties or assets of the Company or any of its subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective articles or certificates of Incorporation incorporation or By-lawsbylaws or other governing instruments of the Company or any of its Material Subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them the Company or any of its subsidiaries or any of their respective properties or assets, subject, in the case of consummation, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals (as defined in Section 4.04(c)) and the Company Stockholders' Approval, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Contract to which they are the Company or any of its subsidiaries is now a party or by which they the Company or any of its subsidiaries or any of their respective properties or assets may be boundbound or affected, excluding subject, in the case of consummation, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties as specified in Section 4.04(b) of the foregoing clauses Company Disclosure Schedule, except, with respect to any item referred to in clause (ii) and or (iii), for any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, accelerations acceleration or creations creation of liens, security interests, charges interests or encumbrances that do notwould not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect on Powin Energyand would not materially delay the consummation of the Merger. (c) Except for (i) the filings by the Company required by the HSR Act, (ii) the filing and clearance of the Information Proxy Statement and the Form 8-K Transaction Statement with the SEC pursuant to the Exchange Act Act, (iii) the filing of Articles of Merger with the Secretary of State of the State of Colorado in connection with the Merger, (iv) any filings with or approvals from authorities required solely by virtue of the jurisdictions in which Parent or its subsidiaries conduct any business or own any assets, and any blue sky qualifications, if needed(v) filings with and approvals in respect of Gaming Laws (the filings and approvals referred to in clauses (i) through (v) and those disclosed in Section 4.04(c) of the Company Disclosure Schedule being collectively referred to as the "Company Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by the Company or their the consummation by the Company of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would notnot reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect on Powin Energyand would not materially delay the consummation of the Merger.

Authority; Non-Contravention; Approvals. (a) Powin Energy Each of Gotham, FGPI and FGA has full corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached hereto, and to consummate the transactions contemplated hereby. Powin Energy’s No other partnership or corporate proceedings on the part of Gotham, FGPI or FGA are necessary to authorize the execution and delivery of this AgreementAgreement or the consummation by each of Gotham, FGPI and FGA of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Gotham, FGPI and FGA, and, assuming the due authorization, execution and delivery hereof by the parties hereto other than Gotham, FGPI and FGA, constitutes a valid and legally binding agreement of each of Gotham, FGPI and FGA, enforceable against each of Gotham, FGPI and FGA in accordance with its terms. (b) Except as otherwise disclosed on Section 4.02 of the Gotham Disclosure Schedule, and its except for any filings by Gotham that may be required by (i) the applicable requirements of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the rules and regulations promulgated thereunder, (ii) the applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT"), (iii) the filing and recordation of appropriate merger documents as required by the DGCL or the BSTL and (iv) any filings with or approvals from (x) the New York Stock Exchange (the "NYSE") and (y) the other Governmental Authorities listed on Section 4.02 of the Gotham Disclosure Schedule (the filings and approvals referred to in clauses (i) through (iv) collectively referred to as the "GOTHAM REQUIRED APPROVALS"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any third party, Governmental Authority or regulatory body is necessary for the execution and delivery of this Agreement by Gotham or the consummation by Gotham of the transactions contemplated hereby, have been duly authorized by other than such declarations, filings, registrations, notices, authorizations, consents or approvals that, if not made or obtained, as the case may be, individually and in the aggregate, would not impair in any material respect the ability of Gotham to perform its board of directors and no other corporate proceedings on its part are necessary to authorize its execution and delivery of obligations under this Agreement and its or prevent or materially impede or delay the consummation of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy and constitutes its and binding agreement, enforceable against it in accordance with its terms, except that such enforcement may be subject to the Enforceability ExceptionMergers. (bc) Powin Energy’s execution and delivery of this Agreement does not, and their consummation of the transactions contemplated hereby will not, The Contribution shall not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event whichthat, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of any Lien lien, security interest or encumbrance upon any of their the properties or assets of GGP under any of the terms, conditions condition or provisions of, except as set forth in Section 5.05 of (i) Powin Energy’s Certificate of Incorporation or By-laws, (ii) subject to obtaining the Powin Energy stockholders’ approvalGGP Disclosure Schedule, any Law contracts, agreements, leases, subleases, licenses, supply contracts, purchase orders, sales orders and arrangements, warranty rights (whether pursuant to contractual rights or Orderotherwise), injunction, writ, permit loan or license of any Governmental Authority applicable to them or any of their properties or assets, or (iii) any notecredit agreement, bond, debenture, note, mortgage, indenture, deed of trustguarantee, licensecommitment, franchiseobligation, permitundertaking, concession, contractfranchise or license (each, lease or other instrument, obligation or agreement of any kind including all amendments thereto (each a "CONTRACT") that are material and to which they are now GGP or any GGP Subsidiary is a party or by which they GGP, GGP Subsidiaries or any of their respective properties or assets may be boundbound or affected, excluding from the foregoing clauses (ii) and (iii), other than such violations, conflicts, breaches, defaults, terminations, accelerations or accelerations, offers, prepayments, creations of liens, security interests, charges interest or encumbrances that do not, in the aggregate, would not reasonably be expected to have a GGP Material Adverse Effect on Powin EnergyEffect. (c) Except for the filing and clearance of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if needed, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s execution and delivery of this Agreement or their consummation of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Material Adverse Effect on Powin Energy.

Authority; Non-Contravention; Approvals. (a) Powin Energy Each of the Company, the FUMI Share Trust and FUMI has full corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached heretoof the shareholders of the Company (the "COMPANY SHAREHOLDER APPROVAL"), to consummate the transactions contemplated hereby. Powin Energy’s execution and delivery This Agreement has been approved by the Board of this Agreement, and its consummation Trustees of the transactions contemplated herebyCompany and the Trustee of the FUMI Share Trust and the Board of Directors and shareholders of FUMI, have been duly authorized by its board of directors and no other corporate proceedings on its the part of the Company, the FUMI Share Trust or FUMI are necessary to authorize its the execution and delivery of this Agreement or, except for the Company Shareholder Approval and its the consummation by the Company, the FUMI Share Trust or FUMI of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy the Company, the FUMI Share Trust and FUMI, and, assuming the due authorization, execution and delivery hereof by the parties hereto other than the Company, the FUMI Share Trust and FUMI, this Agreement constitutes its a valid and legally binding agreementagreement of the Company and the FUMI Share Trust, enforceable against it the Company, the FUMI Share Trust and FUMI in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception. (b) Powin Energy’s execution Except for violations of clause (i)(B) of Section 6.02(c), which shall be governed solely by Section 6.02(c),the execution, delivery and delivery performance of this Agreement does notby the Company, the FUMI Share Trust and their FUMI and the consummation of the transactions contemplated hereby will not, do not and shall not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event whichthat, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of any Lien lien, security interest or encumbrance upon any of their the properties or assets of the Company, the FUMI Share Trust, FUMI or any their respective subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective Amended and Restated Declarations of Incorporation Trust, as amended, certificates of incorporation or By-lawsbylaws or similar organizational documents of the Company, the FUMI Share Trust, FUMI or any of their respective subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalCompany Preferred Shares, (iii) the Company's 8.875% Senior Notes due September 15, 2003 (the "COMPANY DEBT"), (iv) any Law or Orderstatute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to them the Company, the FUMI Share Trust, FUMI or any of their respective subsidiaries or any of their respective properties or assets, subject in the case of consummation, to obtaining the Company Required Approvals (as defined below) and the Company Shareholder Approval, or (iiiv) except as set forth in Section 6.04 of the Company Disclosure Schedule and except with respect to insurance policies, which shall be governed solely by Section 6.06(c), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Contract to which they are now the Company, the FUMI Share Trust, FUMI or any of their respective subsidiaries is a party or by which they the Company, the FUMI Share Trust, FUMI or any of their respective subsidiaries or any of their respective properties or assets may be boundbound or affected, excluding from other than, in the foregoing clauses case of (iiiv) and (iii)v) above, such violations, conflicts, breaches, defaults, terminations, accelerations accelerations, offers, prepayments or creations of liens, security interests, charges interests or encumbrances that do not, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on Powin EnergyEffect. (c) Except as disclosed in Section 6.04 of the Company Disclosure Schedule, and except for (i) the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder, (ii) the filing and clearance recordation of appropriate merger documents as required by or advisable under the DGCL and the BSTL (including, any amended declaration of trust in respect of the Information Statement Company) and (iii) any filings with or approvals from (x) the Form 8-K with NYSE and (y) the SEC pursuant other Governmental Authorities listed on Section 6.04 of the Company Disclosure Schedule (the filings and approvals referred to in clauses (i) through (iii) collectively referred to as the Exchange Act and any blue sky qualifications, if needed"COMPANY REQUIRED APPROVALS"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental third party, any Governmental Authority or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by the Company, the FUMI Share Trust, FUMI or their respective subsidiaries or the consummation by the Company, the FUMI Share Trust, FUMI or their respective subsidiaries of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals whichthat, if not made or obtained, as the case may be, would notnot reasonably be expected to have a Company Material Adverse Effect. (d) Each of the Trustee of the FUMI Share Trust, the Board of Trustees of the Company and the Board of Directors of FUMI, at meetings duly called and held (or, in the aggregatecase of the FUMI Share Trust, have a Material Adverse Effect on Powin Energyby written consent of the Trustee), adopted resolutions, which are in full force and effect as of the date hereof, that (i) approve and declare advisable the Mergers, this Agreement and the transactions contemplated hereby (ii) declare that the Mergers, this Agreement and the transactions contemplated hereby are in the best interests of the holders of Company Common Shares and FUMI Shares, (iii) (in the case of the Company) recommend that the holders of Company Common Shares approve the FUR Merger and approve and adopt this Agreement and the transactions contemplated hereby; and (iv) exempt this Agreement and the transactions contemplated hereby from any restrictions that may be contained in the FUMI Share Trust's or the Company's Amended and Restated Declarations of Trust or the Certificate of Incorporation and Bylaws of FUMI and related constitutive documents, each as amended, or any restrictions imposed by applicable law.

Authority; Non-Contravention; Approvals. (a) Powin Energy has full Parent and Subsidiary each have all necessary corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached hereto, and to consummate the transactions contemplated hereby. Powin Energy’s execution The Parent Common Stock issued pursuant to Article III will, when issued, be duly authorized, validly issued, fully paid and delivery of this Agreementnonassessable, and its consummation no shareholder of Parent will have any preemptive right of subscription or purchase in respect thereof. This Agreement has been approved by the transactions contemplated herebyBoards of Directors of Parent and Subsidiary, have been duly authorized by its board of directors and no other corporate proceedings on its the part of Parent or Subsidiary are necessary to authorize its the execution and delivery of this Agreement or the consummation by Parent and its consummation Subsidiary of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy each of Parent and Subsidiary, and, assuming the due authorization, execution and delivery hereof by the Company and the Company Shareholders, constitutes its a valid and legally binding agreement, agreement of each of Parent and Subsidiary enforceable against it each of them in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. (b) Powin Energy’s Except for requirements to notify creditors of the occurrence of the transactions contemplated hereby, the execution and delivery of this Agreement does not, by each of Parent and their consummation of the transactions contemplated hereby will not, Subsidiary do not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of their the properties or assets of Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective charters or by-laws of Incorporation Parent or By-lawsany of its subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them Parent or any of its subsidiaries or any of their respective properties or assets, assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are Parent or any of its subsidiaries is now a party or by which they Parent or any of its subsidiaries or any of their respective properties or assets may be boundbound or affected, excluding from the foregoing clauses (ii) and (iii), such those violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of the Parent and its subsidiaries taken as a whole (a "Parent Material Adverse Effect on Powin EnergyEffect"). (c) Except for the filing and clearance making of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if neededMerger Filing, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by Parent or their Subsidiary or the consummation by Parent or Subsidiary of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Material Adverse Effect on Powin Energy.

Authority; Non-Contravention; Approvals. (a) Powin Energy has PalEx and Subsidiary have full corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached hereto, and to consummate the transactions contemplated hereby. Powin Energy’s execution This Agreement has been approved by the Board of Directors and delivery stockholders of this AgreementPalEx and Subsidiary, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its the part of PalEx and Subsidiary are necessary to authorize its the execution and delivery of this Agreement or the consummation by PalEx and its consummation Subsidiary of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy PalEx and Subsidiary, and, assuming the due authorization, execution and delivery hereof by the Company and the Stockholders, constitutes its a valid and legally binding agreement, agreement of PalEx and Subsidiary enforceable against it each of them in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. (b) Powin Energy’s The execution and delivery of this Agreement by PalEx and Subsidiary does not, and their consummation of the transactions contemplated hereby will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of their the respective properties or assets of PalEx and Subsidiary under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the charter or by-laws of Incorporation PalEx or By-lawsSubsidiary, as applicable, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them PalEx or Subsidiary or any of their respective properties or assets, assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are PalEx or Subsidiary is now a party or by which they PalEx or Subsidiary or any of their respective properties or assets may be boundbound or affected. The consummation by PalEx and Subsidiary of the transactions contemplated hereby will not result in any violation, excluding conflict, breach, right of termination or acceleration or creation of liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Effective Time) PalEx Required Statutory Approvals (as defined in Section 5.4(c)) and, in the case of the terms, conditions or provisions of the items described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions of the items described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of PalEx or Subsidiary (a "PalEx Material Adverse Effect on Powin EnergyEffect"). (c) Except for (i) the filing and clearance of the Information Registration Statement and the Form 8-K with the SEC pursuant to the Exchange Act 1933 Act, (ii) the declaration of the effectiveness thereof by the SEC and any filings with various state blue sky qualificationsauthorities, if neededand (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware and Texas in connection with the Merger, the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "PALEX REQUIRED STATUTORY APPROVALS", no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by PalEx or their Subsidiary or the consummation by PalEx or Subsidiary of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a PalEx Material Adverse Effect on Powin EnergyEffect.

Authority; Non-Contravention; Approvals. (a) Powin Energy Each of Speer and Merger Corporation has full corporate the requisite individual and corporatx, xxspectively, power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached hereto, and to consummate the transactions contemplated in this Agreement to be consummated by each of Speer and Merger Corporation, hereby, including without limitation, thx xxxsummation by Merger Corporation of the financing of the Merger (the "Financing") pursuant to the Financing Arrangement (as defined in Section 3.4 hereof). Powin Energy’s This Agreement and the Merger have been approved and adopted by the Board of Directors of Merger Corporation and by Speer as the sole stockholder of Merger Corporation, and no other corpxxxxx or similar proceeding on the part of Speer or Merger Corporation is necessary to authorize the execution and delivery anx xxxivery of this Agreement, Agreement or the consummation by Speer and its consummation Merger Corporation of the transactions contemplated herebyin this Xxxxxment to be consummated by each of Speer and Merger Corporation, have been duly authorized including without limitation, the consumxxxxxn by its board of directors and no other corporate proceedings on its part are necessary to authorize its execution and delivery of this Agreement and its consummation Merger Corporation of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached heretoFinancing. This Agreement has been duly and validly executed and delivered by Powin Energy each of Speer and Merger Corporation and, assuming the due authorization, execxxxxx and delivery hereof by the Company, constitutes its a valid and legally binding agreement, agreement of each of Speer and Merger Corporation enforceable against it each of them in accordance accorxxxxx with its terms, except that such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. (b) Powin Energy’s execution The execution, delivery and delivery performance of this Agreement does not, by each of Speer and their Merger Corporation and the consummation of the transactions Merger and thx xxxnsactions contemplated hereby hereby, including without limitation the consummation by Merger Corporation of the Financing, do not and will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest or encumbrance upon any of their the properties or assets of Speer or Merger Corporation under any of the terms, conditions or provisions provxxxxxs of (i) Powin Energy’s Certificate the certificate of Incorporation incorporation or By-lawsbylaws of Merger Corporation, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them Speer or Merger Corporation or any of their respective properties or assetsaxxxxx, subject, in the case of consummation, to obtaining (prior to the Effective Time) the Merger Corporation Required Statutory Approvals (as defined in Section 3.2(c)), or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (each a "Contract" and collectively "Contracts") to which they are Speer or Merger Corporation is now a party or by which they Speer or Merger Xxxxoration or any of their respective properties or assets axxxxx may be boundbound or affected, excluding from the foregoing clauses except, with respect to any item referred to in clause (ii) and or (iii), for any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, accelerations acceleration or creations creation of liens, security interests, charges interests or encumbrances that do not, in the aggregate, would not reasonably be expected to have a Merger Corporation Material Adverse Effect on Powin Energyand would not materially delay the consummation of the Merger. (c) Except for the filing and clearance of the Information Statement and the Form 8-K (i) applicable filings with the SEC Securities Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the Utah Division of Corporations and Commercial Code in connection with the Merger, and (iii) filings with and approvals by any blue sky qualificationsregulatory authority with jurisdiction over the Company's, if neededSpeer's or any Speer affiliates' or any Native American gaming and casxxx xxxrations xxxxxred under any Federal, state, local or foreign statute, ordinance, rule, regulation, permit, consent, approval, license, judgment, order, decree, injunction or other authorization governing or relating to the current or contemplated Native American gaming and casino activities and operations of the Company, Speer or any Speer affiliate, and all other rules and regulations, staxxxxx and ordxxxxxes having authority or with which compliance is required for the conduct of Native American gaming and casino activities (collectively, the "Gaming Laws") (the filings and approvals referred to in clauses (i) through (iii) being collectively referred to as the "Merger Corporation Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by Speer or their Merger Corporation, or the consummation by Speer or Merger Coxxxxxtion of the transactions contemplated herebyin this Axxxxxent to be consummated by each of Speer and Merger Corporation, including without limitation, the consumxxxxxn by Merger Corporation of the Financing, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, not reasonably be expected to have a Merger Corporation Material Adverse Effect on Powin Energyand would not materially delay the consummation of the Merger.

Authority; Non-Contravention; Approvals. (a) Powin Energy The Company has full all requisite corporate power and authority to enter into and deliver this Agreement and, subject to the Powin Energy stockholders’ approval attached hereto, and to consummate the transactions contemplated hereby. Powin Energy’s execution and delivery of this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize its The execution and delivery of this Agreement and its consummation of the transactions contemplated herebyhereby have been duly and validly authorized by the Board of Directors of the Company, and no other corporate proceeding on the part of the Company is necessary to authorize the execution and delivery of this Agreement or, except for the Powin Energy stockholdersapproval of this Agreement by the affirmative vote of the holders of at least two-thirds of the outstanding shares of Company Common Stock in accordance with the requirements of the MBCA (the “Company Shareholders’ approval attached heretoApproval”), the consummation by the Company of the Merger and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Powin Energy the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Subsidiary, constitutes its a valid and legally binding agreementagreement of the Company, enforceable against it the Company in accordance with its terms, except to the extent that such enforcement enforceability may be subject limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to the Enforceability Exceptionor affecting creditors’ rights or by a court’s application of general equitable principles. (b) Powin Energy’s execution The execution, delivery and delivery performance of this Agreement does not, by the Company and their the consummation of the Merger and the other transactions contemplated hereby do not and will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with with, or without notice or lapse passage of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, result in any increased, additional, accelerated or guaranteed rights or entitlements of any person under or result in the creation of any Lien lien, claim, mortgage, charge, security interest, right of first refusal or other encumbrance, third party claim or security interests of any kind or nature whatsoever (any of the foregoing, a “Lien” ) upon any of their the properties or assets of the Company or any Company Subsidiary under any of the terms, conditions or provisions of (i) Powin Energythe Company’s Certificate articles of Incorporation organization or By-laws, bylaws; (ii) subject to obtaining the Powin Energy stockholders’ approvalorganizational documents of any Company Subsidiary; (iii) any statute, any Law law, ordinance, code, rule or Orderregulation (collectively, injunction“Law” ), writjudgment, decree, order, injunction or writ (“Judgment” ), permit or license of any court or Governmental Authority applicable to them the Company or any Company Subsidiary or any of their respective properties or assets, ; or (iiiiv) any written note, bond, mortgage, indenture, deed of trust, loan, credit agreement, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement agreement, of any kind (collectively, “Contracts” ) to which they are the Company or any Company Subsidiary is now a party or by which they the Company or any Company Subsidiary or any of their respective properties or assets may be bound, excluding from bound or affected; other than (in the foregoing case of clauses (iiiii) and (iii)iv) above) any such violation, such violationsconflict, conflictsbreach, breachesdefault, defaultstermination, terminationsacceleration or creation of Liens that, accelerations individually or creations of liens, security interests, charges or encumbrances that do not, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on Powin EnergyEffect. (c) Except for (i) the filing filings by the Company required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any filings, notices and clearances required under the antitrust, competition or merger clearance Laws of the Information Statement and the Form 8any non-K U.S. jurisdiction (together with the SEC pursuant to filings required under the Exchange Act and any blue sky qualificationsHSR Act, if needed, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s execution and delivery of this Agreement or their consummation of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Material Adverse Effect on Powin Energy.“Antitrust Filings”)

Authority; Non-Contravention; Approvals. (a) Powin Energy has EChapman and Merger Subsidiary each have full corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached heretoEChapman Required Statutory Approvals (as defined in Section 4.3(c)), to consummate the transactions contemplated hereby. Powin Energy’s execution This Agreement has been approved by the Boards of Directors of EChapman and delivery Merger Subsidiary and by the sole stockholder of this AgreementEChapman and Merger Subsidiary, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its the part of EChapman or Merger Subsidiary are necessary to authorize its the execution and delivery of this Agreement or the consummation by EChapman and its consummation Merger Subsidiary of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy each of EChapman and Merger Subsidiary, and, assuming the due authorization, execution and delivery hereof by CHI, constitutes its a valid and legally binding agreementagreement of each of EChapman and Merger Subsidiary, enforceable against it each of them in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, and (ii) general equitable principles. (b) Powin Energy’s The execution and delivery of this Agreement by each of EChapman and Merger Subsidiary does not, and their consummation the performance of this Agreement and the transactions contemplated hereby will by EChapman and Merger Subsidiary shall not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of their the properties or assets of EChapman or Merger Subsidiary, under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation or the respective Charters and By-lawslaws of EChapman or Merger Subsidiary, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority, domestic or foreign, applicable to them EChapman or Merger Subsidiary or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are EChapman or Merger Subsidiary is now a party or by which they EChapman or Merger Subsidiary or any of their respective properties or assets may be bound, excluding . Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of EChapman and Merger Subsidiary, taken as a whole (an "EChapman Material Adverse Effect on Powin EnergyEffect"). (c) Except for (i) the filing and clearance of the Information Registration Statement and the Form 8-K (as defined in Section 4.6) with the SEC pursuant to the Exchange Securities Act of 1933, as amended (the "Securities Act"), and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and any blue sky qualificationsother required filings in other jurisdictions to register or exempt EChapman Shares issuable pursuant hereto, if neededand (ii) the making of the Merger Filing with the SDAT in connection with the Merger (collectively referred to as the "EChapman Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority authority, domestic or foreign, is necessary for Powin Energy’s the execution and delivery of this Agreement by EChapman or their Merger Subsidiary or the consummation by EChapman or Merger Subsidiary of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a an EChapman Material Adverse Effect on Powin EnergyEffect, or affect Merger Subsidiary's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) Powin Energy SCG and each of the SCG Subsidiaries has full power, corporate power or otherwise, and authority to enter into this Agreement and the Related Agreements to which it is a party and, subject to the Powin Energy stockholders’ approval attached heretoSCG Shareholders' Approval and SCG Required Statutory Approvals, to consummate the transactions contemplated herebyhereby and thereby. Powin Energy’s execution and delivery of this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize its The execution and delivery of this Agreement and its the Related Agreements to which they are parties, and the consummation by SCG and the SCG Subsidiaries of the transactions contemplated herebyhereby and thereby, have been duly authorized by the SCG Board and the board of the relevant SCG Subsidiary, and no other corporate proceedings on the part of SCG or either SCG Subsidiary are necessary to authorize the execution and delivery of this Agreement or the Related Agreements and the consummation by SCG and the SCG Subsidiaries of the transactions contemplated hereby and thereby, except for SCG Shareholders' Approval and the Powin Energy stockholders’ approval attached heretoobtaining of SCG Required Statutory Approvals. This Agreement has been duly and validly executed and delivered by Powin Energy SCG, and, assuming the due authorization, execution and delivery hereof by ATLANTIC, constitutes its a valid and binding agreement, agreement of SCG enforceable against it SCG in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, (ii) general equitable principles and (iii) to the Enforceability Exceptionextent this Agreement or any of the Related Agreements contains indemnification provisions for violations of federal or state securities laws, as enforceability of such provisions may be limited under federal and state securities laws. As of the date of this Agreement, neither of the SCG Subsidiaries is in violation of its charter, bylaws or other organizational documents. (b) Powin Energy’s The execution and delivery of this Agreement does and the Related Agreements by SCG and each SCG Subsidiary, to the extent it is a party thereto, do not, and their the consummation by SCG and the SCG Subsidiaries of the transactions contemplated hereby and thereby will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of their properties or the assets of either of the SCG Subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate subject to obtaining SCG Shareholders' Approval, SCG's or such SCG Subsidiary's articles of Incorporation incorporation or By-lawsbylaws, (ii) subject to obtaining the Powin Energy stockholders’ approvalSCG Required Statutory Approvals and SCG Shareholders' Approval, any Law or Orderstatute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them SCG or either SCG Subsidiary or any of their properties or assetsthe assets of either of the SCG Subsidiaries, or (iii) the certificate of incorporation or bylaws of an SCG Subsidiary or (iv) except as set forth on Schedule 4.4(b) hereto, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are SCG or either SCG Subsidiary is now a party or by which they SCG or either SCG Subsidiary or any of their properties or the assets of either of the SCG Subsidiaries may be bound, excluding from the foregoing clauses (ii) and (iii), iv) such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do would not, in the aggregate, be reasonably expected to have a Material Adverse Effect material adverse effect on Powin Energythe business, operations, properties, assets, condition (financial or other), results of operations or prospects of either of the SCG Subsidiaries. (c) Except for (i) the filing and clearance of the Information Proxy Statement and the Form 8-K SCG Warrant Registration Statement with the SEC Commission pursuant to the Exchange Securities Act and any the Exchange Act, and the declaration of the effectiveness of the SCG Warrant Registration Statement by the Commission and filings with various state blue sky qualificationsauthorities, if needed(ii) any required filings by SCG or an SCG Subsidiary pursuant to Section 2.1 and (iii) any required filings by SCG of amendments to its articles of incorporation (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "SCG Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement and the Related Agreements by SCG or their either SCG Subsidiary or the consummation by SCG or either SCG Subsidiary of the transactions contemplated herebyhereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, be reasonably expected to have a Material Adverse Effect material adverse effect on Powin Energythe business, operations, properties, assets, condition (financial or other), results of operations or prospects of either of the SCG Subsidiaries.

Authority; Non-Contravention; Approvals. (a) Powin Energy has full corporate Parent and Merger Sub have all necessary power and authority to enter into execute and deliver this Agreement Agreement, to perform their respective obligations hereunder and, subject to obtaining the Powin Energy stockholders’ approval attached hereto, Required Parent Stockholder Vote to consummate the Merger and the other transactions contemplated herebyby this Agreement. Powin Energy’s execution The execution, delivery and delivery performance by Parent and Merger Sub of this Agreement, and its the consummation of the Merger and the other transactions contemplated herebyby this Agreement, have been duly authorized by its board all necessary corporate action on the part of directors Parent and Merger Sub, and no other corporate proceedings on its the part of Parent or Merger Sub are necessary to authorize its execution this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement other than (i) the filing and delivery recordation of the Certificate of Merger as required by the DGCL, (ii) obtaining the Required Parent Stockholder Vote and (iii) approval of this Agreement and its consummation by Parent as the sole stockholder of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached heretoMerger Sub. This Agreement has been duly and validly executed and delivered by Powin Energy Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes its a valid and binding agreement, obligations of Parent and Merger Sub enforceable against it Parent and Merger Sub in accordance with its terms, except that as such enforcement enforceability may be subject limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the Enforceability Exceptionrights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law). (b) Powin Energy’s execution The execution, delivery and delivery performance of this Agreement does not, by Parent and their Merger Sub and the consummation of the Merger and the other transactions contemplated hereby does not and will not, not violate, conflict with with, give rise to the right to modify or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt, or result in the creation of any Lien upon any of their the properties or assets of Parent or any of its Subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective certificate of Incorporation incorporation or By-lawsbylaws or similar governing documents of Parent or any of its Subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or OrderLaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority Entity applicable to them Parent or any of its Subsidiaries or any of their respective properties or assets, subject to obtaining the Parent Required Statutory Approvals, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease Parent Permit or other instrument, obligation or agreement of any kind Contract to which they are now Parent or any of its Subsidiaries is a party or by which they Parent or any of its Subsidiaries or any of their respective properties or assets may be boundbound or affected, excluding from other than, in the foregoing clauses case of (ii) and (iii)) above, such violations, conflicts, rights to modify, breaches, defaults, terminations, accelerations or creations of liensLiens, security interests, charges interests or encumbrances that do would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on Powin EnergyEffect. (c) Except for (i) the filing and clearance filings by Parent or Merger Sub required by the HSR Act, (ii) the filings by the Parent or Merger Sub required by Antitrust Laws of foreign jurisdictions, (iii) the Information Statement and the Form 8-K with the SEC pursuant to applicable requirements of the Exchange Act and the Securities Act, (iv) the filing of the Certificate of Merger and appropriate merger documents as required by the DGCL, (v) the filing of the Joint Proxy Statement/Prospectus and the Registration Statement, and the effectiveness of the Registration Statement, and (vi) any blue sky qualificationsrequired filings under the rules and regulations of NASDAQ (the filings and approvals referred to in clauses (i) through (vi) collectively, if neededthe "Parent Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority Governmental Entity is necessary for Powin Energy’s the execution and delivery of this Agreement by Parent or their Merger Sub or the consummation by Parent or Merger Sub, as applicable, of the Merger or the other transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on Powin EnergyEffect.

Authority; Non-Contravention; Approvals. (a) Powin Energy 6.4.1 Each of Centerprise and Mergersub has full corporate all requisite right, power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached hereto, and to consummate the transactions contemplated hereby. Powin Energy’s execution This Agreement has been approved by the Boards of Directors of Centerprise and delivery of this AgreementMergersub, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its the part of Centerprise or Mergersub are necessary to authorize its the execution and delivery of this Agreement or the consummation by Centerprise and its consummation Mergersub of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy Centerprise and Mergersub and, assuming the due authorization, execution and delivery hereof by, the Company constitutes its a valid and legally binding agreementagreement of Centerprise and Mergersub, enforceable against it each of them in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. (b) Powin Energy’s 6.4.2 The execution and delivery of this Agreement by Centerprise and Mergersub does not, and their consummation of the transactions contemplated hereby will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of their the properties or assets of Centerprise and Mergersub under any of the terms, conditions or provisions of (i) Powin Energy’s the Certificate of Incorporation or By-lawslaws of Centerprise or Mergersub, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to them Centerprise or Mergersub or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are Centerprise or Mergersub is now a party or by which they Centerprise, Mergersub or any of their respective properties or assets assets, may be boundbound or affected, excluding from the foregoing clauses except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by Centerprise and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii)) of the immediately preceding sentence, such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do notsubject, in the aggregatecase of the terms, have a Material Adverse Effect on Powin Energyconditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) Centerprise Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancy. 6.4.3 Except with respect to (ci) Except for the filing and clearance declaration of the Information Statement and effectiveness of the Form 8-K with Registration Statements by the SEC pursuant to the Exchange Act and any blue sky qualificationsfilings, if neededrequired, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "Centerprise Required Statutory Approvals") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by Centerprise or their Mergersub or the consummation by Centerprise or Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would notare not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of Centerprise and its subsidiaries, taken as a whole (a "Centerprise Material Adverse Effect on Powin EnergyEffect").

Authority; Non-Contravention; Approvals. (a) Powin Energy Each of Euroseas and EuroSub has full corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached hereto, and to consummate the transactions contemplated hereby. Powin Energy’s Euroseas' execution and delivery of this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize its execution and delivery of this Agreement and its consummation of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy each of Euroseas and EuroSub and constitutes its valid and binding agreement, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles ((i) and (ii) the "Enforceability Exception"). (b) Powin Energy’s All material consents, approvals, authorizations, orders, licenses, registrations, clearances and qualifications of or with any Governmental Authority having jurisdiction over Euroseas or EuroSub or any of their properties required for the execution and delivery by Euroseas of this Agreement does not, to be duly and their validly authorized have been obtained or made and are in full force and effect. (c) The performance by each of Euroseas and EuroSub of its obligations under this Agreement and the consummation of the transactions contemplated hereby herein will not, violate, not conflict with its Articles of Incorporation or Bylaws or result in a breach of any provision of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of their properties or assets under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation or By-laws, (ii) subject to obtaining the Powin Energy stockholders’ approval, any Law or Order, injunction, writ, permit or license of any Governmental Authority applicable to them or any of their properties or assets, or (iii) any note, bondindenture, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease loan agreement or other instrument, obligation agreement or agreement of any kind instrument to which they are now Euroseas or EuroSub is a party or by which they Euroseas, orEuroSub is bound or to which any of the property or assets of Euroseas or EuroSub is subject, nor will any such action result in any violation of the provisions of the Articles of Incorporation or the Bylaws of Euroseas or EuroSub or any applicable Law or any Order, rule or regulation of any Governmental Authority having jurisdiction over Euroseas, EuroSub or any of their properties respective properties. No consent, approval, authorization, order, license, registration or assets may be bound, excluding from the foregoing clauses (ii) and (iii), qualification of or with any such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do not, in the aggregate, have a Material Adverse Effect on Powin Energy. (c) Except Governmental Authority is required for the filing and clearance of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if needed, no declaration, filing consummation by Euroseas or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s execution and delivery of this Agreement or their consummation EuroSub of the transactions contemplated herebyby this Agreement, other than except such declarationsconsents, filings, registrations, noticesapprovals, authorizations, consents orders, licenses, registrations or approvals which, if not made or qualifications (i) as have been obtained, as the case may be, would not, or (ii) which individually or in the aggregate, have a Material Adverse Effect on Powin Energyaggregate are not material to Euroseas.

Authority; Non-Contravention; Approvals. (a) Powin Energy Tesco, Tesco US and Tesco Holding I each has and at Closing Tesco Holding II will have full corporate or partnership power and authority to enter into this Agreement and, subject to execute and deliver the Powin Energy stockholders’ approval attached hereto, Transaction Agreements and to consummate the transactions contemplated herebyhereby and thereby. Powin Energy’s The Transaction Agreements have been approved by the Boards of Directors of Tesco and Tesco US and the partners of Tesco Holding I, and will be so approved by the partners of Tesco Holding II prior to Closing, and no other corporate or partnership proceedings on the part of any of the Tesco Companies are necessary to authorize the execution and delivery of this Agreement, and its the Transaction Agreements or the consummation by the Tesco Companies of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize its execution and delivery of this Agreement and its consummation of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached heretohereby or thereby. This Agreement has been (and the other Transaction Agreements will at Closing be) duly and validly executed and delivered by Powin Energy the Tesco Companies, and, assuming the due authorization, execution and delivery hereof by TEP, constitutes its (and with respect to the other Transaction Agreements will at Closing constitute) a valid and legally binding agreementagreement of the Tesco Companies, enforceable against it the Tesco Companies (and with respect to the other Transaction Agreements will at Closing constitute) in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles. (b) Powin Energy’s Except as set forth in the disclosure schedule delivered by the Tesco Companies to TEP and attached hereto as Schedule F (the “Tesco Companies Disclosure Schedule”), the execution and delivery of this Agreement does not, the Transaction Agreements by the Tesco Companies and their the consummation by the Tesco Companies of the transactions contemplated hereby and thereby do not and will not, violate, conflict with not violate or result in a material breach of any provision of, or constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of their the properties or assets of any of the Tesco Companies under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective charters, bylaws or partnership agreements of Incorporation or By-lawsany of the Tesco Companies, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them any of the Tesco Companies, or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are any of the Tesco Companies is now a party or by which they any of the Tesco Companies or any of their respective properties or assets may be boundbound or affected, excluding from the foregoing clauses (ii) and (iii)including, such violationsbut not limited to, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do not, in the aggregate, have a Material Adverse Effect on Powin Energyany Drilling Contract. (c) Except for the filing and clearance of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if needed, no No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by any of the Tesco Companies or their the consummation by any of the Tesco Companies of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Material Adverse Effect on Powin Energy.

Authority; Non-Contravention; Approvals. (a) Powin Energy Each of Purchaser and Purchaser Parent has full all requisite corporate power and authority to enter into this Agreement and, subject execute and deliver the Transaction Agreements to the Powin Energy stockholders’ approval attached hereto, which it is a party and to consummate perform its respective obligations and the transactions contemplated herebyby the Transaction Agreements to which it is a party. Powin Energy’s The execution and delivery of this Agreement, the Transaction Agreements to which each of Purchaser and Purchaser Parent is a party and the performance by each of Purchaser and Purchaser Parent of its consummation of respective obligations and the transactions contemplated hereby, by the Transaction Agreements to which it is a party have been duly authorized approved by its board of directors directors, and no other corporate or other proceedings on its the part of either Purchaser or Purchaser Parent are necessary to authorize its the execution and delivery of this Agreement the Transaction Agreements to which it is a party, and the performance by each of Purchaser and Purchaser Parent of its consummation of respective obligations and the transactions contemplated hereby, except for by the Powin Energy stockholders’ approval attached heretoTransaction Agreements to which it is a party. This Agreement has been duly and validly executed and delivered by Powin Energy each of Purchaser and Purchaser Parent, and on the Closing Date each of the other Transaction Agreements to which each of Purchaser and Purchaser Parent is a party will be, duly executed and delivered by Purchaser or Purchaser Parent, as applicable, and, assuming the due authorization, execution and delivery by each of the other parties to each of the Transaction Agreements, constitutes its a legal, valid and binding agreementobligation of Purchaser or Purchaser Parent, as applicable, enforceable against it Purchaser or Purchaser Parent, as applicable, in accordance with its their respective terms, except that as such enforcement enforceability may be subject to the Enforceability Exceptionlimited by applicable bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally or by general equitable principles. (b) Powin Energy’s The execution and delivery by each of this Agreement does not, Purchaser and their consummation Purchaser Parent of the Transaction Agreements to which it is a party and the performance by it of its respective obligations and the transactions contemplated hereby by the Transaction Agreements to which it is a party will not, violate, not (i) conflict with or result in a breach of any provision ofof the certificate of incorporation or bylaws (or similar organizational documents) of Purchaser or Purchaser Parent, (ii) require any consent of or other action by any Person under, result in a violation or breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, under or result in the termination oftermination, cancellation, acceleration or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation other change of any Lien upon right or obligation or the loss of any of their properties or assets benefit under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation or By-laws, (ii) subject to obtaining the Powin Energy stockholders’ approval, any Law or Order, injunction, writ, permit or license of any Governmental Authority applicable to them or any of their properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease Contract or other instrument, obligation or agreement instrument of any kind to which they are Purchaser or Purchaser Parent is now a party or by which they Purchaser, Purchaser Parent, any of their Affiliates or any of their properties respective properties, assets or assets may be boundrights are bound or (iii) violate any Law applicable to Purchaser, excluding from Purchaser Parent or any of their Affiliates other than, in the foregoing case of clauses (ii) and (iii)) above, such violationsas have not had, conflictsand would not reasonably be expected to have, breaches, defaults, terminations, accelerations individually or creations of liens, security interests, charges or encumbrances that do not, in the aggregate, have a Purchaser Material Adverse Effect on Powin EnergyEffect. (c) Except for the filing and clearance as set forth in Section 4.2(c) of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if neededPurchaser Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent consent, order or approval of, any governmental Governmental Authority or regulatory body other Person is required to be obtained or authority is necessary for Powin Energy’s made in connection with or as a result of the execution and delivery and performance of this Agreement or any other Transaction Agreement to which Purchaser or Purchaser Parent is a party or the consummation by Purchaser or Purchaser Parent or their consummation respective Affiliates of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as by the case may be, would not, in the aggregate, have a Material Adverse Effect on Powin EnergyTransaction Agreements.

Authority; Non-Contravention; Approvals. (a) Powin Energy has full corporate Parent and Merger Sub have all necessary power and authority to enter into execute and deliver this Agreement andAgreement, subject to the Powin Energy stockholders’ approval attached hereto, perform their respective obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated herebyby this Agreement. Powin Energy’s execution The execution, delivery and delivery performance by Parent and Merger Sub of this Agreement, and its the consummation of the Offer, the Merger and the other transactions contemplated herebyby this Agreement, have been duly authorized by its board all necessary corporate action on the part of directors Parent and Merger Sub, and no other corporate proceedings on its the part of Parent or Merger Sub are necessary to authorize its execution this Agreement or to consummate the Offer or Merger or the other transactions contemplated by this Agreement (other than the filing and delivery recordation of the Certificate of Merger as required by the DGCL and approval of this Agreement and its consummation by Parent as the sole stockholder of Merger Sub (which approval of Parent shall be obtained promptly after the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached heretodate hereof)). This Agreement has been duly and validly executed and delivered by Powin Energy Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes its a valid and binding agreement, obligations of Parent and Merger Sub enforceable against it Parent and Merger Sub in accordance with its terms, except that as such enforcement enforceability may be subject limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the Enforceability Exceptionrights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No vote or approval of the holders of Parent Stock is required to approve the Share Issuance. (b) Powin Energy’s execution The execution, delivery and delivery performance of this Agreement does not, by Parent and their the consummation of the Merger and the other transactions contemplated hereby do not and will not, not violate, conflict with with, give rise to the right to modify or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt, or result in the creation of any Lien upon any of their the properties or assets of Parent or any of its Subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective certificate of Incorporation incorporation or By-lawsbylaws or similar governing documents of Parent or any of its Subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority Entity applicable to them Parent or any of its Subsidiaries or any of their respective properties or assets, subject in the case of consummation, to obtaining the Parent Required Statutory Approvals, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease Parent Permit or other instrument, obligation or agreement of any kind Contract to which they are now Parent or any of its Subsidiaries is a party or by which they Parent or any of its Subsidiaries or any of their respective properties or assets may be boundbound or affected, excluding from other than, in the foregoing clauses case of (ii) and (iii)) above, such violations, conflicts, rights to modify, breaches, defaults, terminations, accelerations or creations of liensLiens, security interests, charges interests or encumbrances that do would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on Powin EnergyEffect. (c) Except for (i) the filings by Parent required by the HSR Act, (ii) the filings by Parent required by Antitrust Laws of foreign jurisdictions, (iii) the applicable requirements of the Exchange Act, (iv) the filing of the Certificate of Merger, (v) the filing of the Offer Documents, the Registration Statement and clearance of the Information Statement and the Form 8-K with effectiveness of the SEC pursuant Registration Statement, and (vi) any required filings under the rules and regulations of NYSE (the filings and approvals referred to in clauses (i) through (v) collectively, the Exchange Act and any blue sky qualifications, if needed“Parent Required Statutory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority Governmental Entity is necessary for Powin Energy’s the execution and delivery of this Agreement by Parent or their Merger Sub or the consummation by Parent or Merger Sub, as applicable, of the Offer, the Merger or the other transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on Powin EnergyEffect. (d) Neither Parent nor any affiliate or associate of Parent is, or has been during the last three (3) years, an “interested stockholder” (as defined in Section 203 of the DGCL) of the Company.

Authority; Non-Contravention; Approvals. (a) Powin Energy has full Parent and Subsidiary each have all requisite corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached hereto, and to consummate the Merger and the other transactions contemplated hereby. Powin EnergyThis Agreement has been approved by the Board of Directors of Parent and adopted by the Board of Directors of Subsidiary and has been approved by Parent’s execution and delivery wholly-owned subsidiary, XXXX, the sole shareholder of this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no Subsidiary. No other corporate proceedings proceeding on its the part are of Parent or Subsidiary is necessary to authorize its the execution and delivery of this Agreement or the consummation by Parent and its consummation Subsidiary of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy each of Parent and Subsidiary, and, assuming due authorization, execution and delivery by the Company, constitutes its a valid and legally binding agreementagreement of each of Parent and Subsidiary, enforceable against it each of them in accordance with its terms, except to the extent that such enforcement enforceability may be subject limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to the Enforceability Exceptionor affecting creditors’ rights or by a court’s application of general equitable principles. (b) Powin Energy’s execution The execution, delivery and delivery performance of this Agreement does not, by each of Parent and their Subsidiary and the consummation of the Merger and the other transactions contemplated hereby do not and will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with with, or without notice or lapse passage of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of their the properties or assets of Parent or Subsidiary under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective certificates of Incorporation incorporation, articles of organization or By-lawsbylaws (or equivalent documents) of Parent or any of its subsidiaries, including Subsidiary; (ii) subject to obtaining the Powin Energy stockholders’ approvalany Law, any Law or Order, injunction, writJudgment, permit or license of any court or Governmental Authority applicable to them Parent or any of its subsidiaries, including Subsidiary or any of their respective properties or assets, ; or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Contract to which they are Parent or any of its subsidiaries, including Subsidiary, is now a party or by which they Parent or any of its subsidiaries, including Subsidiary or any of their respective properties or assets may be bound, excluding from bound or affected; except for (in the foregoing case of clauses (ii) and (iii), ) above) such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liensLiens that, security interests, charges individually or encumbrances that do not, in the aggregate, would not be reasonably be expected to have a Parent Material Adverse Effect on Powin EnergyEffect. (c) Except for (i) the Antitrust Filings, (ii) the Merger Filing, (iii) the filing and clearance of the Information Statement and the Form 8-K with the SEC pursuant to a Schedule 13D under the Exchange Act with respect to the Voting Agreement and (iv) other requisite filings under the Exchange Act or the requirements of any blue sky qualifications, if neededsecurities exchange over which the securities of Parent are traded, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority Governmental Authority is necessary for Powin Energy’s the execution and delivery of this Agreement by Parent or their Subsidiary or the consummation by Parent or Subsidiary of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Material Adverse Effect on Powin Energy.

Authority; Non-Contravention; Approvals. (a) Powin Energy CCORE and CFLP each has full corporate partnership power and authority as the case may be to enter into execute and deliver this Agreement and, subject to the Powin Energy stockholders’ approval attached hereto, to consummate the transactions contemplated herebytransactions. Powin Energy’s execution This Agreement has been approved by the sole general partner of each of CCORE and delivery of this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors CFLP and no other corporate partnership proceedings on its the part of CCORE and CFLP are necessary to authorize its the execution and delivery of this Agreement or the consummation by CCORE and its consummation CFLP of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy CCORE and CFLP, and, assuming the due authorization, execution and delivery hereof by Parent, Newco, PSI, and the Stockholder, constitutes its a valid and legally binding agreementagreement of CCORE and CFLP, enforceable against it CCORE and CFLP in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (b) general equitable principles. (b) Powin Energy’s Subject to the terms of the CCORE License, the execution and delivery of this Agreement does not, by CCORE and their CFLP and the consummation by CCORE and CFLP of the transactions contemplated hereby do not and will not, violate, conflict with not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of their the properties or assets of CCORE and CFLP under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the limited partnership agreements of Incorporation or By-lawsCCORE and CFLP, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them CCORE and CFLP or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease permit or other instrument, obligation or agreement of any kind concession to which they are either CCORE and CFLP is now a party or by which they CCORE or CFLP or any of their respective properties or assets may be bound, excluding from the foregoing clauses (ii) and (iii), such violations, conflicts, breaches, defaults, terminations, accelerations bound or creations of liens, security interests, charges or encumbrances that do not, in the aggregate, have a Material Adverse Effect on Powin Energyaffected. (c) Except for the filing and clearance of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if needed, no No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by CCORE or their CFLP or the consummation by CCORE or CFLP of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Material Adverse Effect on Powin Energy.

Authority; Non-Contravention; Approvals. (a) Powin Energy has EChapman and Merger Subsidiary each have full corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached heretoEChapman Required Statutory Approvals (as defined in Section 4.3(c)), to consummate the transactions contemplated hereby. Powin Energy’s execution This Agreement has been approved by the Boards of Directors of EChapman and delivery Merger Subsidiary and by the sole stockholder of this AgreementEChapman and Merger Subsidiary, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its the part of EChapman or Merger Subsidiary are necessary to authorize its the execution and delivery of this Agreement or the consummation by EChapman and its consummation Merger Subsidiary of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy each of EChapman and Merger Subsidiary, and, assuming the due authorization, execution and delivery hereof by CHI, constitutes its a valid and legally binding agreementagreement of each of EChapman and Merger Subsidiary, enforceable against it each of them in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, and (ii) general equitable principles. (b) Powin Energy’s The execution and delivery of this Agreement by each of EChapman and Merger Subsidiary does not, and their consummation the performance of this Agreement and the transactions contemplated hereby will by EChapman and Merger Subsidiary shall not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of their the properties or assets of EChapman or Merger Subsidiary, under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation or the respective Charters and By-lawslaws of EChapman or Merger Subsidiary, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority, domestic or foreign, applicable to them EChapman or Merger Subsidiary or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are EChapman or Merger Subsidiary is now a party or by which they EChapman or Merger Subsidiary or any of their respective properties or assets may be bound, excluding . Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of EChapman and Merger Subsidiary, taken as a whole (an "EChapman Material Adverse Effect on Powin EnergyEffect"). (c) Except for (i) the filing and clearance of the Information Registration Statement and the Form 8-K (as defined in Section 4.6) with the SEC pursuant to the Exchange Securities Act of 1933, as amended (the "Securities Act"), and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and any blue sky qualificationsother required filings in other jurisdictions to register or exempt EChapman Shares issuable pursuant hereto, if neededand (ii) the making of the Merger Filing with the SDAT in connection with the Merger (collectively referred to as the "EChapman Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority authority, domestic or foreign, is necessary for Powin Energy’s the execution and delivery of this Agreement by EChapman or their Merger Subsidiary or the consummation by EChapman or Merger Subsidiary of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a EChapman Material Adverse Effect on Powin EnergyEffect, or affect Merger Subsidiary's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) Powin Energy The Company has full corporate all necessary power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the Powin Energy stockholders’ approval attached heretoMerger, to consummate the Merger and the other transactions contemplated herebyby this Agreement. Powin Energy’s execution The execution, delivery and delivery performance by the Company of this Agreement, and its the consummation by the Company of the Merger and the other transactions contemplated herebyby this Agreement, have been duly authorized by its board all necessary corporate action on the part of directors the Company, and no other corporate proceedings on its the part of the Company are necessary to authorize its execution this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than the approval and delivery adoption of this Agreement and its consummation the Merger by the affirmative votes of the transactions contemplated hereby, except for holders of a majority of the Powin Energy stockholders’ approval attached heretooutstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Powin Energy the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes its a valid and binding agreement, obligation of the Company enforceable against it the Company in accordance with its terms, except that as such enforcement enforceability may be subject limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the Enforceability Exceptionrights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote at a duly called and held meeting of the Company's stockholders is the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the "COMPANY STOCKHOLDER APPROVAL"). (b) Powin Energy’s execution At a meeting duly called and delivery held on March 20, 2005, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Merger, are advisable and in the best interests of the Company and the Company's stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Merger and (iii) resolved to recommend approval and adoption of this Agreement does notand the Merger by the Company's stockholders. The actions taken by the Board of Directors of the Company constitute approval of the Merger, this Agreement and their the other transactions contemplated hereby by the Board of Directors of the Company under the provisions of Section 203 of the DGCL such that the restrictions on "business combinations" as set forth in Section 203 of the DGCL do not apply to this Agreement or the transactions contemplated hereby. No other takeover statute or other similar statute or regulation relating to the Company is applicable to the Merger or the transactions contemplated by this Agreement. Without giving effect to the execution of this Agreement, neither the Company nor any affiliate or associate of the Company is, or has been during the last three years, an "interested stockholder" (as defined in Section 203 of the DGCL) of Parent. (c) The execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other transactions contemplated hereby do not and will not, not violate, conflict with with, give rise to the right to modify or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt, or result in the creation of any Lien Lien, security interest or encumbrance upon any of their the properties or assets of the Company or any of its Subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective certificate of Incorporation incorporation or By-lawsbylaws or similar governing documents of the Company or any of its Subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority Entity applicable to them the Company or any of its Subsidiaries or any of their respective properties or assets, subject in the case of consummation, to obtaining the Company Required Statutory Approvals and the Company Stockholder Approval, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease Company Permit or other instrument, obligation or agreement of any kind Contract to which they are now the Company or any of its Subsidiaries is a party or by which they the Company or any of its Subsidiaries or any of their respective properties or assets may be boundbound or affected, excluding from other than, in the foregoing clauses case of (ii) and (iii)) above, such violations, conflicts, rights to modify, breaches, defaults, terminations, accelerations or creations of liensLiens, security interests, charges interests or encumbrances that do would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Powin EnergyEffect. (cd) Except for (i) the filings by the Company required by the HSR Act, (ii) the filings by the Company required by Antitrust Laws of foreign jurisdictions, (iii) the applicable requirements of the Exchange Act, (iv) the filing and clearance of the Information Statement Certificate of Merger and (v) any required filings under the Form 8-K with rules and regulations of the SEC pursuant NASDAQ National Market (the filings and approvals referred to in clauses (i) through (v) collectively, the Exchange Act and any blue sky qualifications, if needed"COMPANY REQUIRED STATUTORY APPROVALS"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority Governmental Entity is necessary for Powin Energy’s the execution and delivery of this Agreement by the Company or their the consummation by the Company of the Merger and the other transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Powin EnergyEffect.

Authority; Non-Contravention; Approvals. (a) Powin Energy Each of the Sellers has full corporate organizational power and authority to enter into execute and deliver this Agreement andand any certificate, subject to the Powin Energy stockholders’ approval attached heretoinstrument or agreement delivered at Closing by such Seller, and to consummate the transactions contemplated herebyhereby or thereby. Powin Energy’s This Agreement and the certificates, instruments and agreements delivered by such Seller at Closing have been approved by the board of directors and stockholders of such Seller, as applicable, and no other proceedings on the part of such Seller are necessary to authorize the execution and delivery of this AgreementAgreement or the instruments, certificates and its agreements delivered by such Seller at Closing or the consummation by such Seller of the transactions contemplated herebyhereby or thereby. This Agreement has been, have and each of the certificates, instruments and agreements delivered by such Seller at Closing, will be duly executed and delivered by such Seller, as applicable, and, assuming the due authorization, execution and delivery hereof and thereof by the Purchaser, constitute, and in the case of each of such certificate, instrument and agreement when executed and delivered by such Seller at the Closing will constitute, a valid and legally binding agreement of such Seller, as applicable, enforceable against such Seller in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity). (b) The Company has full organizational power and authority to execute and deliver this Agreement and any certificate, instrument or agreement delivered by the Company at Closing, and to consummate the transactions contemplated hereby or thereby. This Agreement has been duly authorized approved by its the board of directors and stockholders of the Company and no other corporate proceedings on its the part of the Company are necessary to authorize its the execution and delivery of this Agreement or the instruments, certificates and agreements delivered by the Company at Closing or the consummation by the Company of the transactions contemplated hereby or thereby. This Agreement has been, and the certificates, instruments and agreements delivered by the Company at Closing, will be duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof and thereof by the Purchaser, constitute, and in the case of each of such certificate, instrument and agreement when executed and delivered by the Company at the Closing will constitute, a valid and legally binding agreement of the Company, enforceable against the Company, in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity). (c) Subject to the obtaining of all of the consents and approvals of Governmental Bodies (including the expiration of relevant waiting periods under the HSR Act and the issuance of a relevant order by FERC) and except as set forth in Schedule 3.3(c), the execution and delivery of this Agreement and its consummation of the transactions contemplated herebycertificates, except for instruments and agreements delivered at the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered Closing by Powin Energy and constitutes its and binding agreement, enforceable against it in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception. (b) Powin Energy’s execution and delivery of this Agreement does noteach WM Party, and their the consummation by such WM Party of the transactions contemplated hereby and thereby do not and will not, violate, conflict with not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of their properties or assets under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the Organizational Documents of Incorporation such WM Party or By-lawsany Transferred Company, (ii) subject to obtaining the Powin Energy stockholders’ approval, any Law or Order, injunction, writ, permit or license of any Governmental Authority Legal Requirement applicable to them such WM Party or any Transferred Company, as applicable, or any of their its respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease Material Agreement that cannot otherwise be terminated without penalty by the counterparty thereto upon ninety (90) days’ notice or other instrument, obligation or agreement of any kind less to which they are any Transferred Company is now a party or by which they any Transferred Company or any of their Transferred Company’s material properties or assets may be bound, excluding from the foregoing clauses (ii) and (iii), such violations, conflicts, breaches, defaults, terminations, accelerations bound or creations of liens, security interests, charges or encumbrances that do not, in the aggregate, have a Material Adverse Effect on Powin Energyaffected. (cd) Except for the filing and clearance of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if neededas set forth in Schedule 3.3(d), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority Governmental Authority is necessary for Powin Energy’s the execution and delivery of this Agreement or their any instrument, certificate or agreement delivered at Closing by the WM Parties or the consummation by the WM Parties of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Material Adverse Effect on Powin Energyhereby and thereby.

Authority; Non-Contravention; Approvals. (a) Powin Energy Purchaser has full all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject and the Operating Agreement and to the Powin Energy stockholders’ approval attached hereto, to perform its obligations and consummate the transactions contemplated herebyby this Agreement and the Operating Agreement. Powin Energy’s execution and delivery of this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize its The execution and delivery of this Agreement and its consummation the Operating Agreement and the performance of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has hereby and thereby have been duly authorized and validly executed and delivered by Powin Energy and constitutes its and binding agreement, enforceable against it in accordance with its terms, except that such enforcement may be subject no other corporate proceedings on the part of Purchaser are necessary to authorize the Enforceability Exception. (b) Powin Energy’s execution and delivery of this Agreement does not, or the Operating Agreement and their consummation the performance by Purchaser of the transactions contemplated hereby and thereby. This Agreement and the Operating Agreement has been duly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement and the Operating Agreement by the other parties thereto, constitutes valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their respective terms (subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law). (b) The execution and delivery by Purchaser of this Agreement and the Operating Agreement and the performance of the transactions contemplated hereby and thereby do not and will not, violate, not (i) conflict with or result in a breach of any provision ofprovisions of the certificate of incorporation and bylaws of Purchaser, (ii) result in a violation or breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination of, or the loss of a benefit under or accelerate the performance required by, or result in a right of termination termination, modification, cancellation or acceleration under, or result in the creation of any Lien upon any of their properties or assets under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation or By-laws, (ii) subject to obtaining the Powin Energy stockholders’ approval, any Law or Order, injunction, writ, permit or license of any Governmental Authority applicable to them or any of their properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease contract or other instrument, obligation or agreement instrument of any kind to which they are Purchaser is now a party or by which they Purchaser or any of their its properties or assets may be boundbound or affected, excluding from the foregoing clauses (ii) and or (iii)) violate any order, such violationswrit, conflictsinjunction, breachesdecree, defaultsstatute, terminationstreaty, accelerations rule or creations of liens, security interests, charges or encumbrances that do not, in the aggregate, have a Material Adverse Effect on Powin Energyregulation applicable to Purchaser. (c) Except for the filing and clearance of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if needed, no No declaration, filing or registration with, or notice to, or authorization, consent consent, order or approval of, any governmental Governmental Authority is required to be obtained or regulatory body made in connection with or authority is necessary for Powin Energy’s as a result of the execution and delivery of this Agreement and the Operating Agreement by Purchaser or their consummation the performance by Purchaser of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as by this Agreement and the case may be, would not, in the aggregate, have a Material Adverse Effect on Powin EnergyOperating Agreement.

Authority; Non-Contravention; Approvals. (a) Powin Energy SCG and each of the SCG Subsidiaries has full power, corporate power or otherwise, and authority to enter into this Agreement and the Related Agreements to which it is a party and, subject to the Powin Energy stockholders’ approval attached heretoSCG Shareholders' Approval and SCG Required Statutory Approvals, to consummate the transactions contemplated herebyhereby and thereby. Powin Energy’s execution and delivery of this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize its The execution and delivery of this Agreement and its the Related Agreements to which they are parties, and the consummation by SCG and the SCG Subsidiaries of the transactions contemplated herebyhereby and thereby, have been duly authorized by the SCG Board and the board of the relevant SCG Subsidiary, and no other corporate proceedings on the part of SCG or either SCG Subsidiary are necessary to authorize the execution and delivery of this Agreement or the Related Agreements and the consummation by SCG and the SCG Subsidiaries of the transactions contemplated hereby and thereby, except for SCG Shareholders' Approval and the Powin Energy stockholders’ approval attached heretoobtaining of SCG Required Statutory Approvals. This Agreement has been duly and validly executed and delivered by Powin Energy SCG, and, assuming the due authorization, execution and delivery hereof by SCI, constitutes its a valid and binding agreement, agreement of SCG enforceable against it SCG in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, (ii) general equitable principles and (iii) to the Enforceability Exceptionextent this Agreement or any of the Related Agreements contains indemnification provisions for violations of federal or state securities laws, as enforceability of such provisions may be limited under federal and state securities laws. As of the date of this Agreement, neither of the SCG Subsidiaries is in violation of its charter, bylaws or other organizational documents. (b) Powin Energy’s The execution and delivery of this Agreement does and the Related Agreements by SCG and each SCG Subsidiary, to the extent it is a party thereto, do not, and their the consummation by SCG and the SCG Subsidiaries of the transactions contemplated hereby and thereby will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of their properties or the assets of either of the SCG Subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate subject to obtaining SCG Shareholders' Approval, SCG's or such SCG Subsidiary's articles of Incorporation incorporation or By-lawsbylaws, (ii) subject to obtaining the Powin Energy stockholders’ approvalSCG Required Statutory Approvals and SCG Shareholders' Approval, any Law or Orderstatute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them SCG or either SCG Subsidiary or any of their properties or assetsthe assets of either of the SCG Subsidiaries, or (iii) the certificate of incorporation or bylaws of an SCG Subsidiary or (iv) except as set forth on Schedule 4.4(b) hereto, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are SCG or either SCG Subsidiary is now a party or by which they SCG or either SCG Subsidiary or any of their properties or the assets of either of the SCG Subsidiaries may be bound, excluding from the foregoing clauses (ii) and (iii), iv) such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do would not, in the aggregate, be reasonably expected to have a Material Adverse Effect material adverse effect on Powin Energythe business, operations, properties, assets, condition (financial or other), results of operations or prospects of either of the SCG Subsidiaries. (c) Except for (i) the filing and clearance of the Information Proxy Statement and the Form 8-K SCG Warrant Registration Statement with the SEC Commission pursuant to the Exchange Securities Act and any the Exchange Act, and the declaration of the effectiveness of the SCG Warrant Registration Statement by the Commission and filings with various state blue sky qualificationsauthorities, if needed(ii) any required filings by SCG or an SCG Subsidiary pursuant to Section 2.1 and (iii) any required filings by SCG of amendments to its articles of incorporation (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "SCG Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement and the Related Agreements by SCG or their either SCG Subsidiary or the consummation by SCG or either SCG Subsidiary of the transactions contemplated herebyhereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, be reasonably expected to have a Material Adverse Effect material adverse effect on Powin Energythe business, operations, properties, assets, condition (financial or other), results of operations or prospects of either of the SCG Subsidiaries.

Authority; Non-Contravention; Approvals. (a) Powin Energy 6.4.1 Each of CenterPoint, Pass Mergersub and each Mergersub has full corporate all requisite right, power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached hereto, and to consummate the transactions contemplated hereby. Powin Energy’s execution This Agreement has been approved by the Board of Directors of CenterPoint, Pass Mergersub and delivery of this Agreementeach Mergersub , and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its the part of CenterPoint, Pass Mergersub or any Mergersub are necessary to authorize its the execution and delivery of this Agreement or the consummation by CenterPoint, Pass Mergersub and its consummation each Mergersub of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy CenterPoint, Pass Mergersub and each Mergersub and, assuming the due authorization, execution and delivery hereof by the Company, the Sellers and the Partners, constitutes its a valid and legally binding agreementagreement of CenterPoint, Pass Mergersub and each Mergersub, enforceable against it CenterPoint, Pass Mergersub and each Mergersub in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. (b) Powin Energy’s 6.4.2 The execution and delivery of this Agreement by CenterPoint, Pass Mergersub and each Mergersub does not, and their consummation of the transactions contemplated hereby will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of their the properties or assets of CenterPoint, Pass Mergersub or any Mergersub under any of the terms, conditions or provisions of (i) Powin Energy’s the Certificate of Incorporation or By-lawslaws of CenterPoint, any Mergersub or with the Certificate of Formation or operating agreement of Pass Mergersub, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to them CenterPoint, Pass Mergersub or any Mergersub or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are CenterPoint, Pass Mergersub or any Mergersub is now a party or by which they CenterPoint, Pass Mergersub or any Mergersub or any of their respective properties or assets assets, may be boundbound or affected, excluding from the foregoing clauses except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint, Pass Mergersub and each Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii)) of the immediately preceding sentence, such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that do notsubject, in the aggregatecase of the terms, have a Material Adverse Effect on Powin Energyconditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) CenterPoint Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accounting. 6.4.3 Except with respect to (ci) Except for the filing and clearance of the Information Statement and the Form 8-K Registration Statements with the SEC pursuant to the Exchange Act 1933 Act, the declaration of the effectiveness of the Registration Statements by the SEC and any blue sky qualificationsfilings, if neededrequired, with various state securities or "1 blue sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "1 CENTERPOINT REQUIRED STATUTORY APPROVALS") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by CenterPoint, Pass Mergersub or their any Mergersub or the consummation by CenterPoint, Pass Mergersub or any Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would notare not reasonably expected to, in the aggregate, have a Material Adverse Effect material adverse effect on Powin Energythe business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a " CENTERPOINT MATERIAL ADVERSE EFFECT").

Authority; Non-Contravention; Approvals. (a) Powin Energy East has full power, corporate power or otherwise, and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached heretoEast Shareholders Approval and East Required Statutory Approvals, to consummate the transactions contemplated hereby. Powin Energy’s execution and delivery of this Agreement, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize its The execution and delivery of this Agreement by East and its the consummation by the East Merging Entities of the transactions contemplated hereby have been duly authorized by the East Board and the Board of Directors of East Management Company and no other proceedings on the part of the East Merging Entities are necessary to authorize the execution and delivery of this Agreement by East and the consummation by the East Merging Entities of the transactions contemplated hereby, except for obtaining of the Powin Energy stockholders’ approval attached heretoEast Shareholders Approval and East Required Statutory Approvals. This Agreement has been duly and validly executed and delivered by Powin Energy East, and, assuming the due authorization, execution and delivery hereof by West, constitutes its a valid and binding agreement, agreement of East enforceable against it East in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally or (ii) general equitable principles. (b) Powin Energy’s The execution and delivery of this Agreement does by East do not, and their the consummation by the East Merging Entities of the transactions contemplated hereby will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate result in the acceleration of any obligations under or the performance required by, or result in a right of termination or acceleration or any "put" right under, or result in the creation of any Lien upon any of their the properties or assets of the East Merging Entities under any of the terms, conditions or provisions of of, (i) Powin Energy’s Certificate subject to obtaining the East Shareholders Approval and the consent of Incorporation or By-lawsthe holder of East's Class B Common Stock, the East Organizational Documents, (ii) subject to obtaining the Powin Energy stockholders’ approvalEast Shareholders Approval and East Required Statutory Approvals, any Law or Orderstatute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them East or any East Subsidiary or any of their properties or assetsrespective properties, or (iii) subject to obtaining any consent or waiver set forth in the East Disclosure Schedule (the "East Required Consents"), any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are East or any East Subsidiary is now a party or by which they East or any of their properties or assets East Subsidiary may be bound, excluding from the foregoing clauses (ii) and (iii), ) such violations, conflicts, breaches, defaults, terminations, accelerations accelerations, put rights, or creations of liens, security interests, charges or encumbrances Liens that do would not, alone or in the aggregate, be reasonably expected to have a Material Adverse Effect material adverse effect on Powin Energythe business, operations, properties, assets, condition (financial or other), results of operations or prospects of East and the East Subsidiaries, taken as a whole, or prevent, hinder or materially delay the ability of the East Merging Entities to consummate the transactions contemplated by this Agreement. (c) Except for (i) any filings by the parties hereto that may be required by the HSR Act, (ii) the filing and clearance of the Information Registration Statement, including the Proxy Statement and the Form 8-K Prospectus, with the SEC pursuant to the Exchange Securities Act and the Exchange Act, and the declaration of the effectiveness thereof by the SEC and any filings that may be required with various state blue sky qualificationsauthorities, if needed(iii) the filing of the Articles of Merger with, and the acceptance thereof for recording by, the appropriate state authorities and (iv) any required filings with or approvals from applicable federal or state environmental authorities (the filings and approvals referred to in clauses (i) through (iv) are collectively referred to as the "East Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by East or their the consummation by the East Merging Entities of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, alone or in the aggregate, be reasonably expected to have a Material Adverse Effect material adverse effect on Powin Energythe business, operations, properties, assets, condition (financial or other), results of operations or prospects of East and the East Subsidiaries, taken as a whole or prevent, hinder or materially delay the ability of the East Merging Entities to consummate the transactions contemplated by this Agreement.

Authority; Non-Contravention; Approvals. (a) Powin Energy Turbeco has full corporate power and authority to enter into execute and deliver this Agreement and, subject to the Powin Energy stockholders’ approval attached hereto, to consummate the transactions contemplated hereby. Powin Energy’s execution This Agreement has been approved by the Board of Directors of Turbeco and delivery of this AgreementFlotek, and its consummation of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its the part of Turbeco or Flotek are necessary to authorize its the execution and delivery of this Agreement and its or the consummation by Turbeco of the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached hereto. This Agreement has been duly and validly executed and delivered by Powin Energy Turbeco, and, assuming the due authorization, execution and delivery hereof by the Partnership and the Limited Partners, constitutes its a valid and legally binding agreement, agreement of Turbeco enforceable against it in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. (b) Powin Energy’s The execution and delivery of this Agreement does not, by Turbeco and their the consummation by Turbeco of the transactions contemplated hereby do not and will not, violate, conflict with not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of their the properties or assets of Turbeco under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the charter or bylaw of Incorporation or By-lawsTurbeco, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them Turbeco or any of their its properties or assets, assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which they are Turbeco is now a party or by which they Turbeco or any of their its properties or assets may be bound, excluding from the foregoing clauses (ii) and (iii), such violations, conflicts, breaches, defaults, terminations, accelerations bound or creations of liens, security interests, charges or encumbrances that do not, in the aggregate, have a Material Adverse Effect on Powin Energyaffected. (c) Except for the filing and clearance of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if needed, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s execution and delivery of this Agreement or their consummation of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Material Adverse Effect on Powin Energy.

Authority; Non-Contravention; Approvals. (a) Powin Energy Each of Seller and Maiden Re has full all requisite corporate power and authority to enter into this Agreement and, subject execute and deliver the Transaction Agreements to the Powin Energy stockholders’ approval attached hereto, which it is a party and to consummate perform its respective obligations and the transactions contemplated herebyby the Transaction Agreements to which it is a party. Powin Energy’s The execution and delivery of this Agreement, the Transaction Agreements to which each of Seller and Maiden Re is a party and the performance by each of Seller and Maiden Re of its consummation of respective obligations and the transactions contemplated hereby, by the Transaction Agreements to which it is a party have been duly authorized approved by its board of directors directors, and no other corporate or other proceedings on its the part of either Seller or Maiden Re are necessary to authorize its the execution and delivery of this Agreement the Transaction Agreements to which it is a party, and the performance by each of Seller and Maiden Re of its consummation of respective obligations and the transactions contemplated hereby, except for by the Powin Energy stockholders’ approval attached heretoTransaction Agreements to which it is a party. This Agreement has been duly and validly executed and delivered by Powin Energy Seller, and on the Closing Date each of the other Transaction Agreements to which each of Seller and Maiden Re is a party will be, duly executed and delivered by Seller or Maiden Re, as applicable, and, assuming the due authorization, execution and delivery by each of the other parties to each of the Transaction Agreements, constitutes its a legal, valid and binding agreementobligation of Seller or Maiden Re, as applicable, enforceable against it Seller or Maiden Re, as applicable, in accordance with its their respective terms, except that as such enforcement enforceability may be subject to the Enforceability Exceptionlimited by applicable bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally or by general equitable principles. (b) Powin Energy’s The execution and delivery by each of this Agreement does not, Seller and their consummation Maiden Re of the Transaction Agreements to which it is a party and the performance by it of its respective obligations and the transactions contemplated hereby by the Transaction Agreements to which it is a party will not, violate, not (i) conflict with or result in a breach of any provision ofof the certificate of incorporation or bylaws (or similar organizational documents) of Seller, Maiden Re or the Company, (ii) except as set forth in Section 3.2(b) of the Seller Disclosure Schedule, require any consent of or other action by any Person under, result in a violation or breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination ofcreation or imposition of an Encumbrance (other than a Permitted Encumbrance) upon any property, assets or accelerate rights of Seller, Maiden Re or the performance required by, or result in a right of termination or acceleration underCompany pursuant to, or result in the creation termination, cancellation, acceleration or other change of any Lien upon right or obligation or the loss of any of their properties or assets under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate of Incorporation or By-laws, (ii) subject to obtaining the Powin Energy stockholders’ approvalbenefit under, any Law or Order, injunction, writ, permit or license of any Governmental Authority applicable to them or any of their properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Contract to which they are Seller, Maiden Re or the Company is now a party or by which they any of their respective properties, assets or rights are bound or any Permit affecting the assets or business of the Company or (iii) violate any Law applicable to Seller, Maiden Re or the Company or any of their properties or respective assets may be boundother than, excluding from in the foregoing case of clauses (ii) and (iii)) above, such violationsas have not had, conflictsand would not reasonably be expected to have, breaches, defaults, terminations, accelerations individually or creations of liens, security interests, charges or encumbrances that do not, in the aggregate, have a Business Material Adverse Effect on Powin EnergyEffect. (c) Except for the filing and clearance as set forth in Section 3.2(c) of the Information Statement and the Form 8-K with the SEC pursuant to the Exchange Act and any blue sky qualifications, if neededSeller Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent consent, order or approval of, any governmental Governmental Authority or regulatory body other Person is required to be obtained or authority is necessary for Powin Energy’s made in connection with or as a result of the execution and delivery and performance of this Agreement or their any other Transaction Agreement to which Seller or Maiden Re is a party or the consummation by Seller, Maiden Re or the Company of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as by the case may be, would not, in the aggregate, have a Material Adverse Effect on Powin EnergyTransaction Agreements.

Authority; Non-Contravention; Approvals. (a) Powin Energy Each of Parent and Merger Subsidiary has full corporate power and authority to enter into this Agreement and, subject to the Powin Energy stockholders’ approval attached hereto, and to consummate the transactions contemplated hereby, including without limitation, the consummation of the financing of the Merger pursuant to the Financing Arrangement (as defined in Section 3.04) (the "Financing"). Powin Energy’s This Agreement and the Merger have been approved and adopted by the Boards of Directors of Parent and Merger Subsidiary and the sole stockholder of Merger Subsidiary, and no other corporate or similar proceeding on the part of Parent or Merger Subsidiary is necessary to authorize the execution and delivery of this Agreement, Agreement or the consummation by Parent and its consummation Merger Subsidiary of the transactions contemplated hereby, have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize its execution and delivery of this Agreement and its consummation of including without limitation, the transactions contemplated hereby, except for the Powin Energy stockholders’ approval attached heretoFinancing. This Agreement has been duly and validly executed and delivered by Powin Energy each of Parent and Merger Subsidiary and, assuming the due authorization, execution and delivery hereof by the Company, constitutes its a valid and legally binding agreement, agreement of each of Parent and Merger Subsidiary enforceable against it each of them in accordance with its terms, except that such enforcement may be subject to the Enforceability Exception(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. (b) Powin Energy’s execution The execution, delivery and delivery performance of this Agreement does not, by each of Parent and their Merger Subsidiary and the consummation of the Merger and the transactions contemplated hereby hereby, including without limitation the Financing, do not and will not, not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest or encumbrance upon any of their the properties or assets of Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) Powin Energy’s Certificate the respective certificates of Incorporation incorporation or By-lawsbylaws of Parent or any of its subsidiaries, (ii) subject to obtaining the Powin Energy stockholders’ approvalany statute, any Law or Orderlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority court or governmental authority applicable to them Parent or any of its subsidiaries or any of their respective properties or assets, subject, in the case of consummation, to obtaining (prior to the Effective Time) the Parent Required Statutory Approvals (as defined in Section 3.02(c)), or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (each a "Contract" and collectively "Contracts") to which they are Parent or any of its subsidiaries is now a party or by which they Parent or any of its subsidiaries or any of their respective properties or assets may be boundbound or affected, excluding from the foregoing clauses except, with respect to any item referred to in clause (ii) and or (iii), for any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, accelerations acceleration or creations creation of liens, security interests, charges interests or encumbrances that do not, in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect on Powin Energyand would not materially delay the consummation of the Merger. (c) Except for (i) the filing and clearance filings by Parent required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the Information Statement and the Form 8-K "HSR Act"), (ii) applicable filings, if any, with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) filing of Articles of Merger with the Secretary of State of the State of Colorado in connection with the Merger, and (iv) filings with and approvals by any blue sky qualificationsregulatory authority with jurisdiction over the Company's gaming operations required under any Federal, if neededstate, local or foreign statute, ordinance, rule, regulation, permit, consent, approval, license, judgment, order, decree, injunction or other authorization governing or relating to the current or contemplated casino and gaming activities and operations of the Company, including the Nevada Gaming Control Act and the rules and regulations promulgated thereunder, and the Colorado Limited Gaming Act and the rules and regulations promulgated thereunder and all other rules and regulations, statutes and ordinances having authority or with which compliance is required for the conduct of gambling, gaming and casino activities (collectively, the "Gaming Laws") (the filings and approvals referred to in clauses (i) through (iv) being collectively referred to as the "Parent Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for Powin Energy’s the execution and delivery of this Agreement by Parent or their Merger Subsidiary, or the consummation by Parent or Merger Subsidiary of the transactions contemplated hereby, including without limitation, the Financing, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, not reasonably be expected to have a Parent Material Adverse Effect on Powin Energyand would not materially delay the consummation of the Merger.