Common use of Authority Relative to this Agreement; Recommendation Clause in Contracts

Authority Relative to this Agreement; Recommendation. (a) BTTA and BTTA Sub Co have all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of BTTA (the “BTTA Board”) and the Board of Directors of BTTA Sub Co and no other corporate proceedings on the part of BTTA or BTTA Sub Co are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 2.3(b) and Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding BTTA Sub Co Shares, and the adoption of this Agreement by the holders of at least a majority of the then outstanding BTTA Shares. This Agreement has been duly and validly executed and delivered by BTTA and BTTA Sub Co and constitutes a valid, legal and binding agreement of BTTA and BTTA Sub Co, enforceable against BTTA and BTTA Sub Co in accordance with its terms. (b) The BTTA Board has resolved to recommend that BTTA, the sole stockholder of BTTA Sub Co, approve and adopt this Agreement. Additionally, the Board has resolved to recommend that BTTA stockholders approve and adopt this Agreement, and the actions required to be taken to effectuate the terms and conditions set forth in this Agreement.

Authority Relative to this Agreement; Recommendation. (a) BTTA XXXXXXXXX and BTTA Sub Co SUB CO have all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of BTTA XXXXXXXXX (the “BTTA XXXXXXXXX Board”) and the Board of Directors of BTTA Sub Co SUB CO and no other corporate proceedings on the part of BTTA XXXXXXXXX or BTTA Sub Co SUB CO are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 2.3(b) and Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding BTTA Sub Co SUB CO Shares, and the adoption of this Agreement by the holders of at least a majority of the then outstanding BTTA XXXXXXXXX Shares. This Agreement has been duly and validly executed and delivered by BTTA XXXXXXXXX and BTTA Sub Co SUB CO and constitutes a valid, legal and binding agreement of BTTA XXXXXXXXX and BTTA Sub CoSUB CO, enforceable against BTTA XXXXXXXXX and BTTA Sub Co SUB CO in accordance with its terms. (b) The BTTA XXXXXXXXX Board has resolved to recommend that BTTAXXXXXXXXX, the sole stockholder of BTTA Sub CoSUB CO, approve and adopt this Agreement. Additionally, the Board has resolved to recommend that BTTA XXXXXXXXX stockholders approve and adopt this Agreement, and the actions required to be taken to effectuate the terms and conditions set forth in this Agreement.

Authority Relative to this Agreement; Recommendation. (a) BTTA XXXX and BTTA Sub Co CAPSTONE SUBCO have all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of BTTA XXXX (the “BTTA XXXX Board”) and the Board of Directors of BTTA Sub Co CAPSTONE SUBCO and no other corporate proceedings on the part of BTTA XXXX or BTTA Sub Co CAPSTONE SUBCO are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 2.3(b) and Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding BTTA Sub Co Shares, and the adoption of this Agreement by the holders of at least a majority of the then outstanding BTTA CAPSTONE SUBCO Shares. This Agreement has been duly and validly executed and delivered by BTTA XXXX and BTTA Sub Co CAPSTONE SUBCO and constitutes a valid, legal and binding agreement of BTTA XXXX and BTTA Sub CoCAPSTONE SUBCO, enforceable against BTTA XXXX and BTTA Sub Co CAPSTONE SUBCO in accordance with its terms. (b) The BTTA XXXX Board has resolved to recommend that BTTAXXXX, the sole stockholder of BTTA Sub CoCAPSTONE SUBCO, approve and adopt this Agreement. Additionally, the Board has resolved to recommend that BTTA CAPSTONE SUBCO stockholders approve and adopt this Agreement, and the actions required to be taken to effectuate the terms and conditions set forth in this Agreement.

Authority Relative to this Agreement; Recommendation. (a) BTTA Jxxxxxx Xxxxxxxx and BTTA JSR Sub Co have all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of BTTA Jxxxxxx Xxxxxxxx (the “BTTA Jxxxxxx Xxxxxxxx Board”) and the Board of Directors of BTTA JSR Sub Co and no other corporate proceedings on the part of BTTA Jxxxxxx Xxxxxxxx or BTTA JSR Sub Co are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 2.3(b) and Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding BTTA JSR Sub Co Shares, and the adoption of this Agreement by the holders of at least a majority of the then outstanding BTTA Shares. This Agreement has been duly and validly executed and delivered by BTTA Jxxxxxx Xxxxxxxx and BTTA JSR Sub Co and constitutes a valid, legal and binding agreement of BTTA Jxxxxxx Xxxxxxxx and BTTA JSR Sub Co, enforceable against BTTA Jxxxxxx Xxxxxxxx and BTTA JSR Sub Co in accordance with its terms. (b) The BTTA Jxxxxxx Xxxxxxxx Board has resolved to recommend that BTTAJxxxxxx Xxxxxxxx, the sole stockholder of BTTA JSR Sub Co, approve and adopt this Agreement. Additionally, the Board has resolved to recommend that BTTA JSR Sub Co stockholders approve and adopt this Agreement, and the actions required to be taken to effectuate the terms and conditions set forth in this Agreement.

Authority Relative to this Agreement; Recommendation. (a) BTTA Xxxxxxx Xxxxxxxx and BTTA JSR Sub Co have all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of BTTA Xxxxxxx Xxxxxxxx (the “BTTA Xxxxxxx Xxxxxxxx Board”) and the Board of Directors of BTTA JSR Sub Co and no other corporate proceedings on the part of BTTA Xxxxxxx Xxxxxxxx or BTTA JSR Sub Co are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 2.3(b) and Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding BTTA JSR Sub Co Shares, and the adoption of this Agreement by the holders of at least a majority of the then outstanding BTTA Shares. This Agreement has been duly and validly executed and delivered by BTTA Xxxxxxx Xxxxxxxx and BTTA JSR Sub Co and constitutes a valid, legal and binding agreement of BTTA Xxxxxxx Xxxxxxxx and BTTA JSR Sub Co, enforceable against BTTA Xxxxxxx Xxxxxxxx and BTTA JSR Sub Co in accordance with its terms. (b) The BTTA Xxxxxxx Xxxxxxxx Board has resolved to recommend that BTTAXxxxxxx Xxxxxxxx, the sole stockholder of BTTA JSR Sub Co, approve and adopt this Agreement. Additionally, the Board has resolved to recommend that BTTA JSR Sub Co stockholders approve and adopt this Agreement, and the actions required to be taken to effectuate the terms and conditions set forth in this Agreement.

Authority Relative to this Agreement; Recommendation. (a) BTTA JMIH and BTTA Sub Co JMSC have all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of BTTA JMIH (the “BTTA JMIH Board”) and the Board of Directors of BTTA Sub Co JMSC and no other corporate proceedings on the part of BTTA JMIH or BTTA Sub Co JMSC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 2.3(b2.3.(b) and Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding BTTA Sub Co JMSC Shares, and the adoption of this Agreement by the holders of at least a majority of the then outstanding BTTA JMIH Shares. This Agreement has been duly and validly executed and delivered by BTTA JMIH and BTTA Sub Co JMSC and constitutes a valid, legal and binding agreement of BTTA JMIH and BTTA Sub CoJMSC, enforceable against BTTA JMIH and BTTA Sub Co JMSC in accordance with its terms. (b) The BTTA JMIH Board has resolved to recommend that BTTAJMIH, the sole stockholder shareholder of BTTA Sub CoJMSC, approve and adopt this Agreement. Additionally, the Board has resolved to recommend that BTTA stockholders JMIH shareholders approve and adopt this Agreement, and the actions required to be taken to effectuate the terms and conditions set forth in this Agreement.

Authority Relative to this Agreement; Recommendation. (a) BTTA HGLB and BTTA HGLB Sub Co have all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of BTTA HGLB (the “BTTA HGLB Board”) and the Board of Directors of BTTA HGLB Sub Co and no other corporate proceedings on the part of BTTA HGLB or BTTA HGLB Sub Co are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 2.3(b) and Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding BTTA HGLB Sub Co Shares, and the adoption of this Agreement by the holders of at least a majority of the then outstanding BTTA Shares. This Agreement has been duly and validly executed and delivered by BTTA HGLB and BTTA HGLB Sub Co and constitutes a valid, legal and binding agreement of BTTA HGLB and BTTA HGLB Sub Co, enforceable against BTTA HGLB and BTTA HGLB Sub Co in accordance with its terms. (b) The BTTA HGLB Board has resolved to recommend that BTTAHGLB, the sole stockholder of BTTA HGLB Sub Co, approve and adopt this Agreement. Additionally, the Board has resolved to recommend that BTTA HGLB Sub Co stockholders approve and adopt this Agreement, and the actions required to be taken to effectuate the terms and conditions set forth in this Agreement.