Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have been duly executed and delivered by Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, valid and binding obligations of Company, enforceable against Company in accordance with their terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder hereunder, and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement (collectively, the "Transactions"). The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect to the Merger, the approval adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Common Stock entitled to vote with respect thereto at (the Company Stockholders' Meeting (as defined in Section 7.01), "Requisite Stockholder Vote") and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject except to the effect of any extent that enforceability thereof may be limited by applicable bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of general by principles of equity which may limit regarding the availability of remedies (whether in a proceeding at law or in equity)remedies.

Authority Relative to this Agreement. The Company has all necessary full corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreement by Company consummation of the Merger and the consummation by Company of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby (other than, with respect to the MergerMerger and the sale of assets contemplated by the Asset Purchase Agreement, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto (the "Requisite Vote") at the Company Stockholders' Special Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCLor any adjournment thereof). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties hereto Parent and theretoNewco, constitute constitutes a legal, valid and binding obligations agreement of the Company, enforceable against the Company in accordance with their its terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of or by general principles of equity which may limit the availability of remedies (whether in a proceeding at law equitable or in equity)fiduciary principles.

Authority Relative to this Agreement. Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have has been duly executed and delivered by Company and, assuming the due authorization, execution and delivery by the other parties hereto and theretohereto, constitute constitutes legal, valid and binding obligations of Company, enforceable against Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power power, authority and authority capacity to execute and deliver enter into this Agreement and all other agreements and instruments to be executed by the Option AgreementCompany as contemplated by this Agreement and (subject to obtaining the Required Shareholder Approval, the Interim Order, the Final Order and the Regulatory Approvals in the manner contemplated herein) to perform its obligations hereunder and thereunder under such agreements and to consummate the transactions contemplated hereby and therebyinstruments. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation performance by the Company of the transactions contemplated hereby and thereby its obligations under this Agreement have been duly and validly authorized by all necessary corporate actionthe Company Board and, except for obtaining the Required Shareholder Approval, the approval of the CSE in respect of the Arrangement, the Interim Order and the Final Order in the manner contemplated herein, no other corporate proceedings on the its part of Company are necessary to authorize this Agreement and or the Option Agreement or to consummate the transactions contemplated hereby and thereby (Arrangement, other than, with respect to the Merger, Circular and other matters relating thereto and the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Board. This Agreement and the Option Agreement have has been duly executed and delivered by Company andthe Company, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable qualification that such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect laws of general principles application relating to or affecting rights of equity which may limit creditors and that equitable remedies, including specific performance, are within the availability discretion of remedies (whether in a proceeding at law or in equity)court.

Authority Relative to this Agreement. Company Each of the Parent and the Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement by the Parent and the Option Agreement by Company Purchaser, and the consummation by Company the Parent and the Purchaser of the transactions contemplated hereby and thereby by this Agreement, have been duly and validly authorized and approved by all necessary corporate actionthe boards of directors of the Parent and the Purchaser and by the Parent as stockholder of the Purchaser, and no other corporate proceedings on the part of Company the Parent or the Purchaser are necessary to authorize or approve this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority filing of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly executed and delivered by Company each of the Parent and the Purchaser and, assuming the due and valid authorization, execution execution, and delivery by the other parties hereto and theretoCompany, constitute legal, constitutes a legally valid and binding obligations obligation of Company, each of the Parent and the Purchaser enforceable against Company each of them in accordance with their its terms, subject to the effect of any applicable except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium, insolvency, reorganization or other similar law laws affecting or relating to the enforceability enforcement of creditors' ’ rights generally generally, and (ii) is subject to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Option Agreementnecessary approvals of the Company Stockholders, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, than the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (Stockholders as defined described in Section 7.01), 3.16 hereof and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The board of directors of the Company has all necessary declared this Agreement and the Merger to be advisable and has unanimously (with one abstention) recommended that the stockholders of the Company adopt this Agreement and the Merger, and the Company has the requisite corporate power and authority to execute and deliver this Agreement and and, upon adoption of this Agreement by the Option Agreementstockholders of the Company, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this This Agreement and the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionthe board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to than the Merger, the approval adoption of this Agreement and the Merger by the holders of a majority stockholders of the outstanding shares of Company Common Stock entitled to vote in accordance with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, valid and binding obligations agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with their its terms, subject subject, as to the effect of any applicable enforceability, to bankruptcy, moratorium, insolvency, reorganization and other laws of general applicability relating to or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Company has all necessary full corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the Merger and other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the Merger and other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of Company and no other corporate proceedings on the part of Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger or other transactions contemplated hereby and or thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority Company's stockholders pursuant to Section 251(c) of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCLGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company and, assuming the due authorization, execution and delivery hereof by the other parties hereto Parent and theretoPurchaser, constitute legal, constitutes a valid and binding obligations agreement of Company, enforceable against Company in accordance with their its terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of or by general principles of equity which may limit the availability of remedies (whether in a proceeding at law equitable or in equity)fiduciary principles.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby(collectively, the "TRANSACTIONS"). The execution execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect to the Merger, the approval adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriuminsolvency (including all laws relating to fraudulent transfers), insolvencyreorganization, reorganization moratorium or other similar law laws affecting the enforceability of creditors' rights generally and subject to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and all other Transaction Documents delivered in connection with this Agreement (the Option Agreement, “Transaction Documents”) and to perform its obligations hereunder and thereunder and and, subject to obtaining the Company Stockholders’ Approval, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement Transaction Documents or to consummate the transactions so contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL’ Approval). This Agreement and the Option Agreement Transaction Documents have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and theretoMM, constitute legal, valid the legal and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to (i) the effect of any applicable bankruptcy, moratoriumfraudulent conveyance, insolvencyreorganization, reorganization or moratorium and other similar law laws relating to or affecting the enforceability enforcement of creditors' creditor’s rights generally generally, and to the effect of (ii) general equitable principles of equity which may limit the availability of remedies (whether considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and, subject to adoption of this Agreement and thereunder and the Merger by the stockholders of Company, to consummate the transactions contemplated hereby and thereby(including the Merger). The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action, action on the part of Company and no other corporate proceedings on the part of Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions so contemplated hereby and thereby (other than, with respect to than the Merger, approval and adoption of this Agreement and the approval of this Agreement the Merger by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by pursuant to the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company and, assuming the due authorization, execution and delivery thereof by Parent and Merger Sub, constitutes the other parties hereto and thereto, constitute legal, valid legal and binding obligations obligation of Company, enforceable against Company in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)and public policy.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Option AgreementCompany Requisite Vote (as defined below), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action, the Board of Directors of the Company (the "Company Board") and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of a majority of the outstanding shares voting stock of the Company (which is comprised solely of Company Common Stock entitled to vote with respect thereto at and Company Series A Preferred Stock) acting as a single class (the "Company Stockholders' Meeting (as defined in Section 7.01Requisite Vote"), and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company andand constitutes a valid, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, valid legal and binding obligations agreement of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally generally, and to the effect application of general equitable principles of equity which may limit the availability of remedies (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Company The Buyer has all necessary full corporate power and authority to: (a) execute, deliver and perform this Agreement, and each ancillary document that the Buyer has executed or delivered or is to execute and or deliver pursuant to this Agreement and the Option Agreement, to perform its and (b) carry out the Buyer’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company the Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of the Buyer (including the approval by its boards of directors), and no other corporate proceedings on the part of Company the Buyer are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (hereby, other than, with respect to the Merger, than the approval of this Agreement by the holders of a majority stockholders of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation Buyer of the Certificate of Merger as required by the DGCL)transactions contemplated hereby. This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company the Buyer and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretohereto, constitute legal, valid constitutes the legal and binding obligations obligation of Companythe Buyer, enforceable against Company it in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' ’ rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and and, subject to obtaining the Option AgreementCompany Shareholders' Approval (as defined in Section 7.03), if required by law, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary corporate actionthe Board of Directors of the Company; the Board of Directors of the Company has recommended that the shareholders of the Company accept the Offer, tender their shares pursuant to the Offer and vote to adopt this Agreement; and no other corporate proceedings on the part of the Company or its shareholders are necessary to authorize this Agreement the execution, delivery and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval performance of this Agreement by the holders of a majority Company and the consummation by the Company of the outstanding shares of Company Common Stock entitled to vote with respect thereto at transactions contemplated hereby, other than obtaining the Company StockholdersShareholders' Meeting (as defined in Section 7.01)Approval, and the filing and recordation of the Certificate of Merger as if required by the DGCL)law. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect by general equitable principles (regardless of general principles of equity which may limit the availability of remedies (whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Option AgreementCompany Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, than the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (Stockholders as defined described in Section 7.01), 3.16 hereof and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The Except as set forth in Section 3.04(a) of the Company Disclosure Schedule, the execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval adoption of this Agreement by the holders affirmative vote of a majority of the combined voting power of the outstanding shares of Company Common Stock Shares entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), thereon and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLDelaware Law). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any except that such enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization reorganization, fraudulent conveyance, moratorium or other similar law Laws affecting the enforceability or relating to enforcement of creditors' rights generally and to the effect of general principles of equity which may limit the availability (regardless of remedies (whether enforcement is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which the Company has executed or delivered or is to execute and or deliver pursuant to this Agreement and the Option Agreement, to perform its and (ii) carry out the Company's obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby(including the Transactions). The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the Transactions) have been duly and validly authorized by all necessary corporate actionaction on the part of the Company (including the approval by its Board of Directors), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (hereby, other than, with respect to the Merger, than the approval of this Agreement and the Transactions by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Company's stockholders. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretohereto, constitute legal, valid constitutes the legal and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)and public policy.

Authority Relative to this Agreement. The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and therebythereby to be consummated by the Company. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by Company of the transactions contemplated on its part hereby and thereby have been duly and validly authorized by all necessary corporate action, and and, other than the approval of the Company's stockholders as provided in Section 5.1(a) hereof, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the Option Agreement by the Company or to consummate the consummation of the transactions contemplated on its part hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)thereby. This Agreement and the Option Agreement have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto Acquiror and theretoMerger Sub, constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject except to the effect of any extent that such enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of or by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)principles.

Authority Relative to this Agreement. The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of this Agreement by the holders of two-thirds of the outstanding Shares in accordance with the Certificate of Incorporation of the Company and the Option AgreementDGCL, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this This Agreement and the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority two-thirds of the outstanding shares of Company Common Stock entitled to vote Shares in accordance with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by Incorporation of the Company and the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, valid and binding obligations agreement of Parent and Purchaser, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with their its terms, subject to except that the effect of any applicable enforcement hereof may be limited by (i) bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law affecting the enforceability of laws now or hereafter in effect relating to creditors' rights generally and to the effect of (ii) general principles of equity which may limit the availability (regardless of remedies (whether enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Merger and therebythe other Transactions. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect to the MergerMerger and the Preference Amendment, the approval adoption of this Agreement (and, if required, the Preference Amendment, the Preference Exchange and the Equity Contribution) by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), Requisite Majority and the filing and recordation of appropriate merger documents and the Certificate of Merger Preference Amendment as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)principles.

Authority Relative to this Agreement. The ------------------------------------ Company has all necessary corporate full power and authority to execute and deliver this Agreement and the Option Agreement, each other Transaction Document to perform its obligations hereunder and thereunder which it is a party and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution execution, delivery and delivery performance by the Company of this Agreement and the Option Agreement by Company other Transaction Documents to which it is a party, and the consummation by Company it of the transactions contemplated hereby and thereby Contemplated Transactions, have been duly and validly authorized and approved by all necessary corporate actionthe Company's board of directors and shareholders, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement the execution and delivery by the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval Company of this Agreement by or the holders of other Transaction Documents to which the Company is a majority party or the consummation of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Contemplated Transactions. This Agreement and the Option Agreement other Transaction Documents to which the Company is a party have been duly and validly executed and delivered by Company andthe Company, and (assuming the due authorization, valid execution and delivery thereof by the other parties hereto and thereto, ) constitute the legal, valid and binding obligations agreements of the Company, enforceable against Company the Company, in accordance with their respective terms, subject to the effect of any except as such obligations and their enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization or bankruptcy and other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of general principles of equity which may limit except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary full corporate power and authority to execute and deliver enter into this Agreement and Agreement, and, subject to obtaining the Option AgreementCompany Stockholders' Approval (as defined in Section 6.03 (b)), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary corporate actionthe Board of Directors of the Company, the Board of Directors of the Company has recommended approval of this Agreement by the stockholders of the Company and directed that this Agreement be submitted to the stockholders of the Company for their consideration, and no other corporate proceedings on the part of the Company or its stockholders are necessary to authorize this Agreement the execution, delivery and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval performance of this Agreement by the holders of a majority Company and the consummation by the Company of the outstanding shares of Company Common Stock entitled to vote with respect thereto at transactions contemplated hereby, other than obtaining the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Approval. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect by general equitable principles (regardless of general principles of equity which may limit the availability of remedies (whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and and, subject in the case of the Merger, to obtaining approval of the stockholders of the Company, if required, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Common Stock entitled Shares, if and to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01)extent required by applicable law, and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLDelaware Law). This Agreement and the Option Agreement have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoPurchaser, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization moratorium or other similar law affecting the enforceability of laws relating to creditors' rights generally and to the effect of general principles of equity which may limit equity. The Board has approved this Agreement and the availability Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of remedies (whether in a proceeding at law or in equity)Delaware Law shall not apply to the Transactions.

Authority Relative to this Agreement. Company has all necessary (a) Acquiror and Merger Sub have full corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, the Boards of Directors of Acquiror and Merger Sub and no other corporate proceedings on the part of Company are Acquiror or Merger Sub is necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)so contemplated. This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company Acquiror and Merger Sub and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, this Agreement constitutes a valid and binding obligations obligation of CompanyTarget, this Agreement constitutes a valid and binding agreement of Acquiror and Merger Sub, enforceable against Company Acquiror and Merger Sub in accordance with their termsits terms (except in all cases as such enforceability may be limited to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditor's rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the effect discretion of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity court before which any proceeding may limit the availability of remedies (whether in a proceeding at law or in equitybe brought).

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the Option Agreement, to perform carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereunder. The execution and delivery of this Agreement and by the Option Agreement Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby and thereby herein have been duly and validly authorized by all necessary corporate action, the board of directors of the Company. The Board of Directors of the Company has approved the Offer and no this Agreement such that Section 203 of the Delaware Law is inapplicable to the Offer and this Agreement and the transactions contemplated hereby. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize the execution and delivery of this Agreement Agreement, the performance by the Company of its obligations hereunder and the Option Agreement or to consummate consummation by the Company of the transactions contemplated hereby and thereby (other thanhereby, with respect to the Merger, except for the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (Company's stockholders as defined contemplated in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)SECTION 6.1. This Agreement and the Option Agreement have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, constitutes a valid and binding obligations obligation of the Company, enforceable against Company in accordance with their its terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, moratoriuminsolvency, insolvencyfraudulent transfer, reorganization or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of or by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. T3.5 he Company has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which the Company has executed or delivered or is to execute and or deliver pursuant to this Agreement and the Option Agreement, to perform its and (ii) carry out the Company's obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby(including the Transaction). The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the Transaction) have been duly and validly authorized by all necessary corporate actionaction on the part of the Company (including the approval by its Board of Directors), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (hereby, other than, with respect to the Merger, than the approval of this Agreement and the Transaction by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Company's stockholders. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretohereto, constitute legal, valid constitutes the legal and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)and public policy.

Authority Relative to this Agreement. The Company has all necessary full corporate power and authority to execute and deliver this Agreement and, subject to approval and adoption of this Agreement by the Option Agreement, to perform its obligations hereunder and thereunder and holders of Shares representing a majority of the votes which may be cast by holders of the Shares (if required by applicable law) to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, the Board and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions so contemplated hereby and thereby (other than, with respect to than the Merger, the approval adoption of this Agreement by the holders of Shares representing a majority of the outstanding shares votes which may be cast by holders of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting Shares (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as if required by the DGCLapplicable law)). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorizationthis Agreement has been duly authorized, execution executed and delivery delivered by the other parties hereto each of Parent and theretoPurchaser, constitute legal, this Agreement constitutes a valid and binding obligations agreement of the Company, enforceable against the Company in accordance with their its terms, except that (i) enforcement may be subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws, now or hereafter in effect, affecting the enforceability of creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the effect discretion of general principles of equity the court before which any proceeding therefor may limit the availability of remedies (whether in a proceeding at law or in equity)be brought.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no . No other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (hereby, other than, with respect to the Merger, the approval adoption of this Agreement by the holders of a majority of the aggregate voting power of the issued and outstanding shares of Company Common Stock entitled to vote with respect thereto at (the "Company Stockholders' Meeting (as defined in Section 7.01Stockholder Approval"), and the filing and recordation of the Certificate of Merger appropriate merger documents as required by by, and in accordance with, the KGCC and the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by COLA, constitutes the other parties hereto and thereto, constitute legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any except as such enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization or reorganization, moratorium and other similar law laws affecting the enforceability rights of creditors' rights creditors generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Merger. Each Stockholder has full right and therebycapacity to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Merger have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Merger (other than, with respect to the Merger, than the approval and adoption of this Agreement by the holders of a majority of the then outstanding shares of Company Voting Common Stock entitled if and to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01)extent required by applicable Law, and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLGBCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and each Stockholder and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute legal, valid and binding obligations of Companythe Company and each Stockholder, enforceable against the Company and each Stockholder in accordance with their its terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws of general application affecting the enforceability enforcement of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)generally.

Authority Relative to this Agreement. The board of directors of the Company has all necessary declared this Agreement and the Merger to be advisable and has unanimously recommended that the stockholders of the Company adopt this Agreement and approve the Merger, and the Company has the requisite corporate power and authority to execute and deliver this Agreement and and, upon adoption of this Agreement by the Option Agreementstockholders of the Company, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this This Agreement and the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionthe board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to than the Merger, adoption of this Agreement and the approval of this Agreement the Merger by the holders of a majority stockholders of the outstanding shares of Company Common Stock entitled to vote in accordance with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, valid and binding obligations agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable 20 against the Company in accordance with their its terms, subject subject, as to the effect of any applicable enforceability, to bankruptcy, moratorium, insolvency, reorganization and other laws of general applicability relating to or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder hereunder, and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement (collectively, the "TRANSACTIONS"). The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect to the Merger, the approval adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Common Stock entitled to vote with respect thereto at (the Company Stockholders' Meeting (as defined in Section 7.01), "REQUISITE STOCKHOLDER VOTE") and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject except to the effect of any extent that enforceability thereof may be limited by applicable bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of general by principles of equity which may limit regarding the availability of remedies (whether in a proceeding at law or in equity)remedies.

Authority Relative to this Agreement. Company Purchaser has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Purchaser has executed or delivered or is to execute and or deliver pursuant to this Agreement and the Option Agreement, to perform its and (ii) carry out Purchaser’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of Purchaser (including the approval by its Board of Directors), and no other corporate proceedings on the part of Company Purchaser are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (hereby, other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting than Purchaser Stockholder Approval (as defined in Section 7.015.1(a), and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company Purchaser and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretohereto, constitute legal, valid constitutes the legal and binding obligations obligation of CompanyPurchaser, enforceable against Company Purchaser in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' ’ rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. Company The Buyer has all necessary corporate ------------------------------------ full power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which the Buyer has executed or delivered or is to execute and or deliver pursuant to this Agreement and the Option Agreement, to perform its and (ii) carry out the Buyer's obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby(including the Transaction). The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company the Buyer of the transactions contemplated hereby and thereby (including the Transaction) have been duly and validly authorized by all necessary corporate actionaction on the part of the Buyer (including the approval by its Board of Managers), and no other corporate proceedings on the part of Company the Buyer are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)hereby. This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company the Buyer and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretoCompany, constitute legal, valid constitutes the legal and binding obligations obligation of Companythe Buyer, enforceable against Company the Buyer in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)and public policy.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement to be consummated by the Company or the Surviving Corporation (the "Other Transactions"). The execution execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby Merger and thereby the Other Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Merger or such Other Transactions (other than, with respect to than the Merger, the approval adoption of this Agreement by the affirmative vote of the holders of a majority two-thirds of the then-outstanding shares of Company Common Stock entitled to vote with respect thereto at thereon (the "Company Stockholders' Meeting (as defined in Section 7.01), Shareholder Approval") and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLMBCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriuminsolvency (including all Laws relating to fraudulent transfers), insolvencyreorganization, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' rights generally and subject to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The board of directors ------------------------------------ of the Company has all necessary declared this Agreement and the Merger to be advisable and has unanimously recommended that the stockholders of the Company adopt this Agreement and approve the Merger, and the Company has the requisite corporate power and authority to execute and deliver this Agreement and and, upon approval of this Agreement by the Option Agreementstockholders of the Company, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this This Agreement and the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionthe board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, than the approval of this Agreement and the approval of the Merger by the holders of a majority stockholders of the outstanding shares of Company Common Stock entitled to vote in accordance with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCLTBCA). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, valid and binding obligations agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with their its terms, subject subject, as to the effect of any applicable enforceability, to bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating to or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability (regardless of remedies (whether that enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to to: (i) execute and deliver this Agreement and each ancillary document that the Option Company is to execute or deliver pursuant to this Agreement, to perform its and (ii) carry out the Company’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebythereby (including the Merger). The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate actionaction on the part of the Company (including the approval by its board of directors), and subject to receipt of the Company Stockholder Approval (as defined in Section 5.1(b)). Other than the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby pursuant to the DGCL and thereby (other thanthe terms and conditions of this Agreement. The affirmative vote of Vantage to approve this Agreement, with respect to the Merger, and the approval of other transactions contemplated by this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled will be sufficient to vote with respect thereto at obtain the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Stockholder Approval. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretohereto, constitute legal, valid constitutes the legal and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' ’ rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. Assuming the representations and warranties in clause (a) of Section 5.05 are complete and correct, the Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions (including the Merger in accordance with Section 251(h) of the DGCL). Assuming the representations and thereby. The execution warranties in clause (a) of Section 5.05 are complete and correct, the execution, delivery and performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect subject to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriuminsolvency (including all Laws relating to fraudulent transfers), insolvencyreorganization, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject to the effect of general principles of equity which may limit the availability (regardless of remedies (whether considered in a proceeding at law Law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreementother agreements contemplated herein and, subject to obtaining the Written Consent, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby by this Agreement and therebythe other agreements contemplated herein. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to than obtaining the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), Written Consent and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law Laws (as defined below) affecting the enforceability of creditors' ’ rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder hereunder, and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement (collectively, the “Transactions”). The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (Transactions, other than, with respect to the Merger, the approval adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at thereon (the Company Stockholders' Meeting (as defined in Section 7.01), “Requisite Stockholder Vote”) and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject except to the effect of any extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' ’ rights generally and to the effect of general by principles of equity which may limit regarding the availability of remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Option Agreementnecessary approvals of the Company Shareholders, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, than the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (Shareholders as defined described in Section 7.01), 3.16 hereof and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLCCC). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Option Agreementnecessary approvals of the Company Stockholders, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (Stockholders as defined described in Section 7.01), 3.16 hereof and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the MBCL and DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Option Agreementnecessary approvals of the Company Stockholders, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, than the approval of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (Stockholders as defined described in Section 7.01), 3.16 hereof and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLDGCL and the CCC). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby(including the Merger). The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been (including the Merger), will upon approval by the Company’s stockholders, be duly and validly authorized by all necessary corporate actionaction on the part of the Company (including the approval by its Board of Directors), subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VI), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect pursuant to the Merger, DGCL and the approval terms and conditions of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Agreement. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretohereto, constitute legal, valid constitutes the legal and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' ’ rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby(including the Merger). The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been (including the Merger), will upon approval by the Company’s stockholders, be duly and validly authorized by all necessary corporate actionaction on the part of the Company (including the approval by its Board of Directors), subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VI), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect pursuant to the Merger, CGCL and the approval terms and conditions of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Agreement. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretohereto, constitute legal, valid constitutes the legal and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' ’ rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Option Agreementnecessary approvals of the Company Stockholders, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (Stockholders as defined described in Section 7.01), 3.16 hereof and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the KGCL and the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all ------------------------------------ necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been recommended by the Special Committee and duly and validly authorized and recommended by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company or its subsidiaries are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, except the approval and adoption of this Agreement by the holders of a majority of the outstanding shares of Company Class A Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Stock. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoAcquisition, constitute legalconstitutes a valid, valid legal and binding obligations agreement of Company, the Company enforceable against the Company in accordance with their its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws, now or hereafter in effect, affecting the enforceability of creditors' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the effect discretion of general principles of equity the court before which any proceeding therefor may limit the availability of remedies (whether in a proceeding at law or in equity)be brought.

Authority Relative to this Agreement. Company Buyer has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which Buyer has executed or delivered or is to execute and or deliver pursuant to this Agreement and the Option Agreement, to perform its and (ii) carry out Buyer’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby(including the Stock Purchase). The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company Buyer of the transactions contemplated hereby and thereby (including the Stock Purchase) have been duly and validly authorized by all necessary corporate actionaction on the part of Buyer (including the approval by its Board of Directors), and no other corporate proceedings on the part of Company Buyer are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (hereby, other than, with respect to than the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting Buyer Stockholder Approval (as defined in Section 7.015.1(a), and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company Buyer and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretohereto, constitute legal, valid constitutes the legal and binding obligations obligation of CompanyBuyer, enforceable against Company Buyer in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' ’ rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Option Agreementnecessary approvals of the Company Shareholders, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority the requisite number of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the and Company Stockholders' Meeting (as defined in Section 7.01), Preferred Stock and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLCGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary full corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions Transaction contemplated hereby hereby. The Company's board of directors has approved this Agreement and therebydeclared its advisability. The execution and delivery by the Company of this Agreement and the Option Agreement by Company and the consummation by the Company of the transactions Transaction contemplated hereby hereby, and thereby the performance by the Company of its obligations hereunder, have been duly and validly authorized by all necessary corporate actionaction by the Company (save for approval by a general meeting of the Company), and no other corporate proceedings action on the part of the Company are necessary (save for approval by a general meeting of the Company) is required to authorize the execution, delivery and performance of this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement consummation by the holders of a majority Company of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Transaction contemplated hereby. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties hereto and theretoCrystalix, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against Company it in accordance with their its terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, moratorium, insolvency, reorganization fraudulent conveyance, reorganization, moratorium or other similar law affecting Laws relating to the enforceability enforcement of creditors' rights generally and to the effect of by general principles of equity which may limit equity. The Transaction and the availability transfer of remedies (whether shares in a proceeding at law the Purchased Subsidiaries are not subject to any right of first refusal or in equity)other similar rights.

Authority Relative to this Agreement. Company The Purchaser has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that the Purchaser has executed or delivered or is to execute and or deliver pursuant to this Agreement and the Option Agreement, to perform its and (ii) carry out the Purchaser’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company the Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of the Purchaser (including the approval by its Board of Directors), and no other corporate proceedings on the part of Company the Purchaser are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (hereby, other than, with respect to than the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting Purchaser Stockholder Approval (as defined in Section 7.015.1(a), and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company the Purchaser and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretohereto, constitute legal, valid constitutes the legal and binding obligations obligation of Companythe Purchaser, enforceable against Company the Purchaser in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' ’ rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions so contemplated hereby and thereby (other than, with respect to than the Merger, the approval adoption of this Agreement by the holders of a majority at least two-thirds of the outstanding shares of Company Common Stock and the holders of at least two-thirds of the outstanding shares of Company Preferred Stock, each voting as a separate class, entitled to vote in accordance with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), MBCL and the filing Company's Articles of Organization and recordation of the Certificate of Merger as required by the DGCLby-laws). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute as applicable, constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject except to the effect of any extent that enforceability may be limited by applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of by general principles of equity which may limit the availability equity, regardless of remedies (whether such enforceability is considered in a proceeding at in law or in equity).

Authority Relative to this Agreement. The Company has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that the Company has executed or delivered or is to execute and or deliver pursuant to this Agreement and the Option Agreement, to perform its and (ii) carry out the Company’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of the Company (including the approval by its board of directors as required by Applicable Corporate Law), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)hereby. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretohereto, constitute legal, valid constitutes the legal and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' ’ rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. Company A1 has all necessary full corporate power and authority to execute and deliver enter into this Agreement and and, subject, with respect to the Option AgreementMerger, to obtaining the A1 Stockholders' Approval (as defined in Section 6.3.1), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement and the Option Agreement by Company A1 and the consummation by Company A1 of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary corporate actionits Board of Directors, the Board of Directors of A1 has recommended adoption of this Agreement by its stockholders and directed that this Agreement be submitted to its stockholders for their consideration, and no other corporate proceedings on the part of Company A1 or its stockholders are necessary to authorize this Agreement the execution, delivery and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval performance of this Agreement by A1 and the holders of a majority consummation by A1 of the outstanding shares of Company Common Stock entitled to vote with respect thereto at transactions contemplated hereby, other than obtaining the Company A1 Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Approval. This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company and, assuming the due authorization, execution A1 and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of CompanyA1, enforceable against Company A1 in accordance with their its terms, subject to the effect of any applicable except as enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect by general equitable principles (regardless of general principles of equity which may limit the availability of remedies (whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and and, subject to obtaining the necessary approvals of the Company shareholders, to consummate the transactions contemplated hereby and therebyMerger. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, than the approval of this Agreement (including the principal terms hereof) and the Merger by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (shareholders as defined described in Section 7.01), 3.16 hereof and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLCGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder hereunder, and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement (collectively, the ‘‘Transactions’’). The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect to the Merger, the approval adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Common Stock entitled to vote with respect thereto at (the Company Stockholders' Meeting (as defined in Section 7.01), ‘‘Requisite Stockholder Vote’’) and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject except to the effect of any extent that enforceability thereof may be limited by applicable bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' ’ rights generally and to the effect of general by principles of equity which may limit regarding the availability of remedies (whether in a proceeding at law or in equity)remedies.

Authority Relative to this Agreement. The Company has all necessary full corporate power and authority to (i) execute and deliver this Agreement, and (ii) assuming the approval of this Agreement by two-thirds of the outstanding shares of the Company Common Stock in accordance with the TBCA (the "Shareholder Approval"), consummate the Merger and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the other transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreement by Company consummation of the Merger and the consummation by Company of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, the unanimous vote of the board of directors of the Company (the "Company Board") and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby (other than, with respect to than the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Shareholder Approval. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company. This Agreement constitutes, and each of the other documents, agreements or instruments to be delivered hereunder by the Company andwhen executed and delivered by the Company will be duly and validly executed and delivered by the Company and will constitute, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute legal, a valid and binding obligations agreement of the Company, and subject to the Shareholder Approval, enforceable against the Company in accordance with their its terms, subject except to the effect of any extent limited by applicable bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of or by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (Transactions, other than, than with respect to the Mergerwaiver of any rights triggered by this Agreement or the Transactions (as identified on Section 3.04 of the Company Disclosure Schedule), and the approval of this Agreement and/or the Transactions by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with respect thereto at the Company Stockholders' Meeting FBCA, the Company’s Articles of Incorporation and Bylaws, (as defined in Section 7.01)collectively, and the filing and recordation of the Certificate of Merger as required by the DGCL“Shareholder Approval”). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriuminsolvency (including all laws relating to fraudulent transfers), insolvencyreorganization, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and, subject to the adoption of this Agreement and thereunder and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon, to consummate the transactions contemplated hereby and therebyTransactions pursuant to the DGCL. The execution and delivery of this Agreement and the Option Agreement by Company consummation of the Merger and the consummation by Company of the transactions contemplated hereby and thereby other Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize the Company’s execution and delivery of this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect to than the Merger, the approval adoption of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock Shares entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), thereon and the filing and or recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company andthe Company, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, this Agreement constitutes a valid and binding obligations obligation of Merger Sub and Melita) constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law affecting the enforceability of laws relating to creditors' ’ rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder hereunder, and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement (collectively, the “Transactions”). The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (Transactions, other than, with respect to the Merger, the approval adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Common Stock entitled to vote with respect thereto at (the Company Stockholders' Meeting (as defined in Section 7.01), “Requisite Stockholder Vote”) and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject except to the effect of any extent that enforceability thereof may be limited by applicable bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' ’ rights generally and to the effect of general by principles of equity which may limit regarding the availability of remedies (whether in a proceeding at law or in equity)remedies.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option AgreementPlan of Merger, to perform its obligations hereunder and thereunder and and, subject to receipt of the Company Shareholder Approval, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and the Option Agreement Plan of Merger by the Company, the performance and compliance by the Company with each of its obligations herein and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and or the Option Agreement Plan of Merger or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect to the approval and authorization of this Agreement, the Plan of Merger and the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at obtaining the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCLShareholder Approval). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriuminsolvency (including all Laws relating to fraudulent transfers), insolvencyreorganization, reorganization moratorium and similar Laws of general applicability relating to or other similar law affecting the enforceability of creditors' ’ rights generally and to general equity principles (the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity“Bankruptcy and Equity Exception”).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Option Agreementnecessary approvals of the Company Stockholders, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, than the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (Stockholders as defined described in Section 7.01), 3.16 hereof and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to the approval of this Agreement and the Option Agreementtransactions contemplated hereby by the holders of the Common Shares, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action, the Board of Directors of the Company (the "Company Board") and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCLShares then outstanding). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by the other parties hereto Parent and theretoMerger Sub, constitute legal, constitutes a valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except that such enforceability (i) may be limited by bankruptcy, moratorium, insolvency, reorganization moratorium or other similar law affecting laws af- fecting or relating to the enforceability enforcement of creditors' rights generally and (ii) is subject to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has ------------------------------------ all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Option Agreementnecessary approvals of the Company Stockholders, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (Stockholders as defined described in Section 7.01), 3.16 hereof and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. Company ALC has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Cross Option Agreement, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebythereby to be consummated by ALC. The execution and delivery of this Agreement and the Cross Option Agreement by Company ALC and the consummation by Company of the transactions contemplated on its part hereby and thereby have been duly and validly authorized by all necessary corporate action, and and, other than the approval of ALC's shareholders as provided in Section 5.1, no other corporate proceedings on the part of Company ALC are necessary to authorize the execution, and delivery of this Agreement and the Cross Option Agreement by ALC or to consummate the consummation of the transactions contemplated on its part hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)thereby. This Agreement and the Cross Option Agreement have been duly executed and delivered by Company ALC and, assuming the due authorization, execution execution, and delivery hereof and thereof by the other parties hereto Retirement and theretoMerger Sub, constitute the legal, valid valid, and binding obligations of CompanyALC, enforceable against Company ALC in accordance with their respective terms, subject except to the effect of any extent that such enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization reorganization, or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of or by general equity principles of equity which may limit the availability of remedies (whether applied in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary full corporate power and authority to execute and deliver enter into this Agreement and Agreement, and, subject to obtaining the Option AgreementCompany Stockholders' Approval (as defined in SECTION 6.03 (b)), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary corporate actionthe Board of Directors of the Company, the Board of Directors of the Company has recommended approval of this Agreement by the stockholders of the Company and directed that this Agreement be submitted to the stockholders of the Company for their consideration, and no other corporate proceedings on the part of the Company or its stockholders are necessary to authorize this Agreement the execution, delivery and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval performance of this Agreement by the holders of a majority Company and the consummation by the Company of the outstanding shares of Company Common Stock entitled to vote with respect thereto at transactions contemplated hereby, other than obtaining the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Approval. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect by general equitable principles (regardless of general principles of equity which may limit the availability of remedies (whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and and, subject in the case of the Merger to obtaining the Required Stockholder Vote, if required under the DGCL, to consummate the transactions contemplated hereby and therebyTransactions. The execution execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect to the Merger, the approval of this Agreement Required Stockholder Vote, if and to the extent required by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01)DGCL, and the filing and recordation of the Certificate appropriate certificate of Merger merger as required by the DGCL). This Agreement and the Option Agreement have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoPurchaser, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the enforceability remedy of creditors' rights generally specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the effect discretion of general principles of equity the court before which any proceeding therefor may limit the availability of remedies (whether in a proceeding at law or in equity)be brought.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Option Agreementnecessary approvals of the Company Shareholders, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, than the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (Shareholders as defined described in Section 7.01), 3.16 hereof and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLCGC). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. Company The Seller has all necessary full corporate power and authority to execute and deliver this Agreement, the Investment Agreement and the Option Agreementother instruments, agreements and documents contemplated by this Agreement and the Investment Agreement (the "Other Agree- A-6 11 ments") and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution and delivery of this Agreement, the Investment Agreement and the Option Agreement by Company Other Agreements and the consummation by Company of the transactions contemplated hereby and or thereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Seller and no other corporate proceedings on the part of Company the Seller are necessary to authorize this Agreement, the Investment Agreement and the Option Agreement other Agreements or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)so contemplated. This Agreement and the Option Investment Agreement have been duly and validly executed and delivered by Company and, the Seller and (assuming the due authorization, execution they are duly and delivery validly executed by the Buyer) constitute, and the Other Agreements will when executed (assuming due and valid execution by any other parties hereto and thereto, constitute legal) constitute, valid and binding obligations agreements of Companythe Seller, enforceable against Company the Seller in accordance with their respective terms, subject to the effect of any except as such enforceability may be limited by respective applicable bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability of creditors' rights generally and to the effect by general equitable principles (regardless of general principles of equity which may limit the availability of remedies (whether enforceability is considered in a proceeding in equity or at law or in equitylaw).. 3.4

Authority Relative to this Agreement. Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and, subject to adoption of this Agreement and thereunder and the Merger by the stockholders of Company, to consummate the transactions contemplated hereby and thereby(including the Merger). The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action, action on the part of Company and no other corporate proceedings on the part of Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions so contemplated hereby and thereby (other than, with respect to than the Merger, approval and adoption of this Agreement and the approval of this Agreement the Merger by the holders of a majority of the outstanding shares of Company Common Stock and each class of Company Preferred Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by pursuant to the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company and, assuming the due authorization, execution and delivery thereof by Parent and Merger Sub, constitutes the other parties hereto and thereto, constitute legal, valid legal and binding obligations obligation of Company, enforceable against Company in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)and public policy.

Authority Relative to this Agreement. The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and Agreement, and, subject to obtaining the Option AgreementCompany Stockholders' Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized unanimously approved by all necessary corporate actionthe Board of Directors of the Company, the Board of Directors of the Company has unanimously recommended the approval of this Agreement by the stockholders of the Company and directed that this Agreement be submitted to the stockholders of the Company for their consideration, and no other corporate proceedings on the part of the Company or its stockholders are necessary to authorize this Agreement the execution, delivery and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval performance of this Agreement by the holders of a majority Company and the consummation by the Company of the outstanding shares of Company Common Stock entitled to vote with respect thereto at transactions contemplated hereby, other than obtaining the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Approval. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect by general equitable principles (regardless of general principles of equity which may limit the availability of remedies (whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreementand, subject to requisite shareholder approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger, the Asset Disposition and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions so contemplated hereby and thereby (other than, with respect to than the Merger, the approval adoption of this Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), DGCL and the filing and recordation of the Company's Certificate of Merger as required by the DGCLIncorporation and By-Laws). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent, MergerCo and thereto, constitute Merger Sub constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable (i) except as may be limited by bankruptcy, moratorium, insolvency, reorganization moratorium or other similar law laws affecting the enforceability or relating to enforcement of creditors' rights generally and (ii) subject to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. Subject only to the requisite approval of the Merger and this Agreement by the shareholders of the Company, the Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by the Company of this Agreement and the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby hereby, and thereby the performance by the Company of its obligations hereunder, have been duly and validly authorized by all necessary corporate actionaction by the Board of Directors of the Company, and no other corporate proceedings action on the part of the Board of Directors of the Company are necessary is required to authorize the execution, delivery and performance of this Agreement and the Option Agreement or to consummate consummation by the Company of the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)hereby. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, authorization and valid execution and delivery hereof by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its respective terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, moratorium, insolvency, reorganization fraudulent conveyance, reorganization, moratorium or other similar law affecting Laws relating to the enforceability enforcement of creditors' rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. Company Buyer has all necessary corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which Buyer has executed or delivered or is to execute and or deliver pursuant to this Agreement and the Option Agreement, to perform its and (ii) carry out Buyer’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby(including the Acquisition). The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company Buyer of the transactions contemplated hereby and thereby (including the Acquisition) have been duly and validly authorized by all necessary corporate actionaction on the part of Buyer (including the approval by its Board of Directors), and no other corporate proceedings on the part of Company Buyer are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (hereby, other than, with respect to than the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting Buyer Stockholder Approval (as defined in Section 7.015.1(a), and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company Buyer and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretohereto, constitute legal, valid constitutes the legal and binding obligations obligation of CompanyBuyer, enforceable against Company Buyer in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' ’ rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCLFBCA). This Agreement and the Option Agreement have has been duly executed and delivered by Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, valid and binding obligations of Company, enforceable against Company in accordance with their terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and all the Option Agreement, other agreements contemplated hereby (the “Company Ancillary Agreements”) and to perform its obligations hereunder and thereunder and, subject to adoption of this Agreement by the stockholders of the Company in accordance with the DGCL and the Company Charter Documents, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to than the Merger, the approval adoption of this Agreement by the holders of a majority stockholders of the outstanding shares of Company Common Stock entitled to vote in accordance with respect thereto at the DGCL and the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCLCharter Documents). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the other parties hereto and thereto, constitute legal, valid legal and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws of general application relating to or affecting the enforceability enforcement of creditors' ’ rights generally and to the effect exercise by courts of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)equitable powers.

Authority Relative to this Agreement. Company has all necessary ------------------------------------ corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and and, subject to obtaining the approval of the stockholders of Company of the Merger (if required), to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, action on the part of Company and no other corporate proceedings on the part of Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions so contemplated hereby and thereby (other than, with respect to the Merger, than the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with respect thereto at Delaware Law and the Company Stockholders' Meeting (as defined in Section 7.01)Charter Documents, and the filing and recordation of the Certificate of Merger as required by the DGCLif required). This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute legal, valid legal and binding obligations obligation of Company, enforceable against Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other fraudulent transfer, reorganization, moratorium and similar law affecting the enforceability of creditors' rights generally and to the effect laws of general principles of equity which may limit the availability of remedies (whether in a proceeding at law applicability relating to or in equity)affecting creditor rights and for general equitable principles.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (Transactions, other than, than with respect to the Mergerwaiver of any rights triggered by this Agreement or the Transactions (as identified on Section 3.04 of the Company Disclosure Schedule), and the approval of this Agreement and/or the Transactions by the holders of a majority Shares in accordance with the FBCA, the Company’s Articles of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01)Incorporation and Bylaws, and the filing and recordation of the Certificate of Merger as required by the DGCLShareholder Agreements (collectively, “Shareholder Approval”). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriuminsolvency (including all laws relating to fraudulent transfers), insolvencyreorganization, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement to be consummated by the Company (the “Other Transactions”). The execution execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby Merger and thereby the Other Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Merger or such Other Transactions (other than, with respect to than the Merger, the approval adoption of this Agreement by the affirmative vote of the holders of a majority of the then-outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), thereon and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and theretoMerger Co, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriuminsolvency (including all laws relating to fraudulent transfers), insolvencyreorganization, reorganization moratorium or other similar law laws affecting the enforceability of creditors' ’ rights generally and subject to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby(including the Merger). The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been (including the Merger), will upon approval by the Company's stockholders, be duly and validly authorized by all necessary corporate actionaction on the part of the Company (including the approval by its Board of Directors), subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VI), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect pursuant to the Merger, DGCL and the approval terms and conditions of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Agreement. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretohereto, constitute legal, valid constitutes the legal and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. To the Knowledge of the Company, the Company has all necessary the requisite corporate power and authority to execute and deliver deliver, and perform its obligations under, this Agreement and the Company Option AgreementAgreement and, subject to perform obtaining the necessary approval of its obligations hereunder and thereunder and shareholders, to consummate the Acquisition and the other transactions contemplated hereby and therebythereby under applicable law. The To the Knowledge of the Company, the execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the Acquisition and other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Acquisition or other transactions contemplated hereby and thereby (other thanthan approval by the Company's shareholders required by applicable law). To the Knowledge of the Company, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties hereto and thereto, constitute legal, Parent each constitutes a valid and binding obligations agreement of the Company, enforceable against the Company in accordance with their its terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws affecting the enforceability enforcement of creditors' creditors rights generally and to the effect of or by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. The Company has all necessary corporate organizational power and authority to execute and deliver this Agreement and the Option Agreementany other Transaction Documents to which it is a party thereto, to perform its obligations hereunder and thereunder and and, subject to receiving the Requisite Company Approval, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate organizational action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other thanthan the Requisite Company Approval, with respect to which the Merger, Written Consent shall satisfy). The Supporting Equity Holders comprise the approval of this Agreement by the holders of a majority necessary number of the outstanding shares of Company Common Stock entitled Holders and Blocker Holders to vote with respect thereto at the constitute Requisite Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Approval. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Pace, the other parties hereto Blockers and theretoBlocker Merger Subs, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any except as limited by applicable bankruptcy, moratorium, insolvency, reorganization or reorganization, moratorium and other similar law laws of general application affecting the enforceability enforcement of creditors' ’ rights generally generally, and to by general equitable principles (the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity“Remedies Exceptions”).

Authority Relative to this Agreement. Except as set forth in Section 2.05 of the Company Disclosure Schedule, the Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder subject to approval by the Company's shareholders of the Merger and satisfaction of the other conditions set forth herein, to consummate the transactions Merger contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Merger have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Merger (other than, with respect to the Merger, than the approval and adoption of this Agreement by the holders of a majority affirmative vote of the outstanding shares shareholders of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01)Company, and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLNew York Law). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, subject to the foregoing and assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoSub, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject as to the effect of any applicable enforceability to bankruptcy, moratorium, insolvency, reorganization or other reorganization, fraudulent conveyance and similar law affecting the enforceability of laws relating to creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Option Agreementnecessary approvals of the Company Shareholders, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, than the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (Shareholders as defined described in Section 7.01), 3.16 hereof and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLCGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming Company Shareholder approval and the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement to be consummated by the Company (the "Other Transactions"). The execution execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby Merger and thereby the Other Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings actions on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Merger or the Other Transactions (other than, with respect to than the Merger, the approval adoption of this Agreement by the affirmative vote of the holders of a majority of the then outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), thereon and the filing and recordation of the Certificate of Merger as required by the DGCLMerger). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, moratorium, insolvency, reorganization or other insolvency and similar law Laws affecting the enforceability of creditors' rights generally and remedies generally, including all Laws relating to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)fraudulent transfers.

Authority Relative to this Agreement. The Company has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which the Company has executed or delivered or is to execute and or deliver pursuant to this Agreement and the Option Agreement, to perform its and (ii) carry out the Company's obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby(including the Transaction). The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the Transaction) have been duly and validly authorized by all necessary corporate actionaction on the part of the Company (including the approval by its Board of Directors), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to than the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)reaffirmation. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretohereto, constitute legal, valid constitutes the legal and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)and public policy.

Authority Relative to this Agreement. Except as set forth in Schedule 2.4, the Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby(including the Stock Purchase). The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the Stock Purchase) have been duly and validly authorized by all necessary corporate actionaction on the part of the Company (including the approval by its Board of Directors and stockholders, subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VI), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect pursuant to the Merger, VSCA and the approval terms and conditions of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Agreement. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretohereto, constitute legal, valid constitutes the legal and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' ’ rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement to be consummated by the Company or the Surviving Corporation (the “Other Transactions”). The execution execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby Merger and thereby the Other Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Merger or such Other Transactions (other than, with respect to than the Merger, the approval adoption of this Agreement by the affirmative vote of the holders of a majority two-thirds of the then-outstanding shares of Company Common Stock entitled to vote with respect thereto at thereon (the “Company Stockholders' Meeting (as defined in Section 7.01), Shareholder Approval”) and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLMBCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriuminsolvency (including all Laws relating to fraudulent transfers), insolvencyreorganization, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The board of directors of the Company has all necessary declared this Agreement and the Merger to be advisable and has unanimously recommended that the stockholders of the Company adopt this Agreement and approve the Merger, and the Company has the requisite corporate power and authority to execute and deliver this Agreement and and, upon approval of this Agreement by the Option Agreementstockholders of the Company, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this This Agreement and the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionthe board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, than the approval of this Agreement and the approval of the Merger by the holders of a majority stockholders of the outstanding shares of Company Common Stock entitled to vote in accordance with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCLTBCA). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, valid and binding obligations agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable 20 against the Company in accordance with their its terms, subject subject, as to the effect of any applicable enforceability, to bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating to or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability (regardless of remedies (whether that enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions (subject, in the case of the consummation of the Merger, to the receipt of the Company Shareholder Approval). The execution execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other thansubject, with respect to in the case of the Merger, to the approval of this Agreement by the holders of a majority receipt of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), Shareholder Approval and the filing and recordation of the Certificate Articles of Merger as required by with the DGCLDepartment of Financial Institutions of the State of Wisconsin pursuant to the WBCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriuminsolvency (including all Laws relating to fraudulent transfers), insolvencyreorganization, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject to the effect of general principles of equity which may limit the availability (regardless of remedies (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder in accordance with and thereunder upon the terms and to consummate the transactions contemplated hereby and therebyconditions set forth herein. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions, to which the Company is a party, have been duly and validly authorized by all necessary corporate actionmembers of Company Audit Committee, all members of the Company Board and, subject to (i) obtaining the Company Shareholder Approval and (ii) the filing and recordation of appropriate documents related to the Second Merger as required by the ICL, no other corporate proceedings on the part of the Company or its shareholders are necessary to authorize the execution, delivery and performance of this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Transactions. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Xxxxxxxx, Parentco, Merger Sub I and theretoMerger Sub II, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms; provided, subject to that the effect of any applicable enforceability hereof may be limited by bankruptcy, moratorium, insolvency, reorganization fraudulent transfer, reorganization, moratorium and similar Laws relating to or other similar law affecting the enforceability of creditors' ’ rights generally and to the effect of by general principles of equity which may limit affecting the availability of specific performance and other equitable remedies (whether in a proceeding at law or in equitythe “Enforceability Exceptions”).

Authority Relative to this Agreement. Company (a) Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by each of Parent and the Option Agreement by Company Merger Sub and the consummation by Company Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Company Parent or Merger Sub are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and than the filing and recordation of the Certificate of Merger as required by the DGCLDelaware Law). This Agreement and the Option Agreement have has been duly executed and delivered by Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the other parties hereto and theretoCompany, constitute this Agreement constitutes a legal, valid and binding obligations obligation of CompanyParent and/or Merger Sub, as the case may be, enforceable against Company Parent and Merger Sub in accordance with their its terms, subject except to the effect of any extent that enforceability hereof may be limited by applicable bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of general by principles of equity which may limit regarding the availability of remedies (whether in a proceeding at law or in equity)remedies.