Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action"). The execution and delivery of this Agreement and the Ancillary Agreements 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 on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than the Company Stockholders' Action. This Agreement has been, and the Ancillary Agreements will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement Agreement, the Certificate of Designation, and each of the Ancillary Agreements to which Registration Rights Amendment (collectively, the Company is a party (subject to the receipt of the consents described in Section 3.05(b)"Transaction Documents") and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")thereby. The execution and delivery of this Agreement and each of the Ancillary Agreements 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 on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements Transaction Documents or to consummate the transactions so contemplated, other than as contemplated by Section 4.1. The Special Committee (the "Special Committee") of the Board of Directors (all of such committee members being Disinterested Directors) and the Board of Directors of the Company Stockholders' Actionhave each determined that it is advisable and in the best interest of the holders of the Company's Common Stock for the Company to consummate the transactions contemplated by this Agreement upon the terms and subject to the conditions herein. This Each of this Agreement and each of the other Transaction Documents has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and by the Ancillary Agreements by each of the other parties hereto and theretoPurchasers, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except to the extent that (i) such enforceability enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws now or hereafter in effect relating to or affecting creditors generally or by general creditors' rights, and (ii) the remedy of specific performance and injunctive and other forms of equitable principles (regardless relief may be subject to equitable defenses and to the discretion of whether such enforceability is considered in a the court before which any proceeding in equity or at law)therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements any other agreement required to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations be entered into hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the subject to approval and adoption of this Agreement, the Merger Agreement and the other transactions contemplated hereby by the stockholders requisite holders of the Company outstanding shares of Common Stock in accordance with Georgia the Delaware General Corporation Law and the Company Articles of Incorporation (the "Company Stockholders' ActionDGCL") and applicable NASDAQ rules). The execution and delivery of this Agreement and the Ancillary Agreements by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and thereby the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, contemplated (other than the Company Stockholders' Actionapproval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company Company, and, assuming this Agreement constitutes a valid and binding obligation of the due authorizationInvestor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity. Upon the execution and delivery filing with the Secretary of this Agreement State of Delaware (and the Ancillary Agreements by each acceptance for filing) of the other parties hereto and thereto, constitutes, or, Certificate of Designation for the Preferred Stock in the case form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Ancillary Agreements, Warrant such instruments will constitute, constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective there terms, except to the extent such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium bankruptcy and similar other laws relating to or affecting creditors rights generally or by and to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity.

Authority Relative to this Agreement. (a) The Company has all necessary the corporate power and authority to execute and deliver enter into this Agreement, the Parent Option Agreement and each of the Ancillary Agreements to which the Company is a party (subject Option Agreement, to the receipt of the consents described in Section 3.05(b)) and to perform carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")Merger. The execution and delivery of this Agreement, the Parent Option Agreement and the Ancillary Agreements Company Option Agreement by the Company and Company, the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by all necessary corporate action on the part Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the CompanyCertificate of Merger as required by the GCL, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Parent Option Agreement and the Company Option Agreement, the transactions contemplated hereby and thereby or any the consummation of the Ancillary Agreements or to consummate Merger. This Agreement, the transactions so contemplated, other than Parent Option Agreement and the Company Stockholders' Action. This Option Agreement has been, and the Ancillary Agreements will be, have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of by the other parties hereto, this Agreement, the Parent Option Agreement and the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, Company Option Agreement constitute valid and binding obligations agreements of the Company, enforceable against the Company in accordance with their respective terms, except to the extent such insofar as enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws relating to affecting creditors' rights generally, or affecting creditors generally or by general principles governing the availability of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)remedies.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereby. The execution and delivery of this Agreement and the Ancillary Agreements 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 on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, contemplated (other than the approval of the Merger and this Agreement by the holders of at least a majority of the outstanding shares of Company Stockholders' ActionCommon Stock and Company Preferred Stock (voting on an as-converted basis) entitled to vote in accordance with the DGCL and the Company's Certificate of Incorporation and By-Laws, and the filing of the Certificate of Merger pursuant to DGCL). The Board of Directors of the Company has determined that it is advisable and in the best interest of the Company's shareholders for the Company to enter into, and to consummate the transactions contemplated by, this Agreement upon the terms and subject to the conditions of this Agreement. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by GT and the Ancillary Agreements by each of the other parties hereto and theretoMerger Sub, constitutesas applicable, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent that such enforceability may be subject to applicable (i) bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar laws affecting or relating to or affecting creditors enforcement of creditors' rights generally or by and (ii) general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)principles.

Authority Relative to this Agreement. (a) The Subject to the approval and adoption of this Agreement by the Company's stockholders, the Company has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")Transactions. The execution and delivery of this Agreement and the Ancillary Agreements by the 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 on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedTransactions (other than, 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 Stockholders' ActionClass A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and theretohereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, except subject to the extent such enforceability may be subject to effect of any applicable bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and or similar laws relating affecting creditors' rights generally and subject to or affecting creditors generally or by the effect of general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or at law)any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, the Option Agreement and each of the Ancillary Agreements documents contemplated hereby or thereby or executed in connection herewith or therewith to which the Company is a party (subject to the receipt of Option Agreement and such other agreements and documents, collectively, the consents described in Section 3.05(b"Ancillary Documents")) and , to perform its obligations hereunder and thereunder and and, subject to adoption of this Agreement by the Required Company Vote (as defined in Section 4.13), if required by applicable Laws, to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' ActionTransactions"). The execution and delivery of this Agreement and the any Ancillary Agreements Document by the 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 on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements Document or to consummate the transactions so contemplated, Transactions (other than (i) the Required Company Stockholders' ActionVote, if required by applicable Laws, and (ii) the Merger Filing). This Agreement has been, and the any Ancillary Agreements Document have each been or will be, be duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement thereof by the Parent and Merger Sub, constitute or will constitute the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective terms, except to the extent such enforceability as enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws relating to or affecting creditors rights generally or and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and Agreement, to perform its obligations hereunder and thereunder and and, subject to, in the case of the consummation of the Merger, obtaining the Stockholder Approval, to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")Transactions. The execution and delivery of this Agreement and the Ancillary Agreements by the 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 on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedTransactions (other than, other than with respect to the Company Stockholders' ActionMerger, obtaining the Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and the Ancillary Agreements by each of the other parties hereto and theretoMerger Sub, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent as such enforceability may be subject limited by applicable bankruptcy (including all Laws related to applicable bankruptcyfraudulent transfer), insolvency, reorganization, moratorium reorganization or similar Law affecting creditors’ rights generally and similar laws relating to or affecting creditors generally or by general equitable principles (regardless the “Enforceability Exceptions”). The Company Board has approved this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of whether such enforceability the DGCL shall not apply to the execution, delivery or performance of this Agreement and the consummation of the Transactions. No “fair price,” “moratorium,” “control shares acquisition,” “business combination” or other similar anti-takeover Law (including Section 203 of the DGCL) enacted under any federal, state, local or foreign Laws applicable to the Company is considered in a proceeding in equity applicable to this Agreement or at law)the Transactions.

Authority Relative to this Agreement. (a) The Company has all necessary full corporate power and authority to execute execute, deliver and deliver perform this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. This Agreement has been duly and thereby (other than validly adopted by the approval and adoption of this AgreementBoard, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law execution, delivery and the Company Articles of Incorporation (the "Company Stockholders' Action"). The execution and delivery performance of this Agreement and the Ancillary Agreements 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 on the part Board and, except for the approval of the CompanyMerger by the holders of at least two-thirds of the outstanding Shares in accordance with the BCL, and no other corporate proceedings actions on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than including the acquisition of Shares pursuant to the Offer and the Merger. The Company Stockholders' Actionhas taken all actions necessary to render Section 912 of the BCL to be inapplicable to such transactions and the transactions contemplated by the Shareholder Tender Agreements. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the Parent and the Ancillary Agreements by each of the other parties hereto and theretoPurchaser, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, constitutes a valid and binding obligations agreement of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent such that enforceability may be subject to limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally as at the time in effect and similar laws relating to or affecting creditors generally or by general equitable principles (of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Company has (subject to the required actions and proceedings described in the following sentence) all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")Transactions. The execution and delivery of this Agreement and the Ancillary Agreements by the 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 on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedTransactions (other than, other than with respect to the Company Stockholders' ActionMerger, the adoption of this Agreement by the holders of a majority of the then-outstanding Shares voting together as a single class and the holders of a majority of the then-outstanding Series A Shares, voting as a single class, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by Delaware Law). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and the Ancillary Agreements by each of the other parties hereto and theretoPurchaser, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent such enforceability may be subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors generally or by creditor rights and for general equitable principles (regardless and public policy principles. The Board has approved this Agreement and the Transactions and such approvals are sufficient so that the restrictions on, and stockholder voting requirements relating to, business combinations set forth in Section 203(a) of whether such enforceability is considered in a proceeding in equity or at law)Delaware Law and Article NINTH of the Restated Certificate of Incorporation shall not apply to the Transactions.

Authority Relative to this Agreement. (a) The Subject only to the ------------------------------------ approval of the Company's stockholders described below, the Company has all necessary corporate power and authority to execute and deliver this Agreement, the Stock Option Agreement and each of instrument required hereby to be executed and delivered by it at the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereby. The execution and delivery of this Agreement, the Stock Option Agreement and each instrument required hereby to be executed and delivered at the Ancillary Agreements Closing 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 on the part of the Company, subject only to the approval of this Agreement and no other corporate proceedings on the part Merger by the Company's stockholders under the DGCL and the Company Charter by the affirmative vote of the holders of a majority of outstanding shares of Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than the Company Stockholders' ActionCommon Stock. This Agreement has been, and the Ancillary Agreements will be, Stock Option Agreement have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and the Ancillary Agreements by each of the other parties hereto and theretoMerger Sub, constitutesas applicable, or, in the case of the Ancillary Agreements, will constitute, constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent as such enforceability may be subject to applicable limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws now or hereafter in effect relating to or affecting creditors generally or creditors' rights and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Board of Directors of the Company has determined that it is advisable and in the best interests of the Company's stockholders for the Company to enter into a business combination with Parent upon the terms and subject to the conditions of this Agreement, and has recommended that the Company's stockholders approve and adopt this Agreement and the Merger.

Authority Relative to this Agreement. (a) The Each of the Company and Holdings has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and Agreement, to perform its obligations hereunder and thereunder and and, subject to receiving the Requisite Company Stockholder Approval, to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")Transactions. The execution and delivery of this Agreement and the Ancillary Agreements by each of the Company and Holdings and the consummation by each of the Company and Holdings of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company or Holdings are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedTransactions (other than, other than with respect to the Mergers, the Requisite Company Stockholders' ActionStockholder Approval, which the Written Consent shall satisfy, the approval and adoption of this Agreement by the holders of a majority of the then outstanding shares of Holdings Common Stock and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and Holdings and, assuming the due authorization, execution and delivery of this Agreement by SPAC and the Ancillary Agreements by each of the other parties hereto and theretoMerger Sub, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of the CompanyCompany and Holdings, enforceable against the Company and Holdings in accordance with their respective its terms, except to the extent such enforceability may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar other laws relating to or of general application affecting creditors generally or enforcement of creditors’ rights generally, by general equitable principles (regardless the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of whether such enforceability the DGCL shall not apply to the Mergers, this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is considered in a proceeding in equity applicable to the Mergers or at law)the other Transactions.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereby. The execution and delivery of this Agreement and the Ancillary Agreements 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 on the part of the Company, including such authorization by each of the Company Boards, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than contemplated hereby. Except for the vote of the Company Stockholders' ActionShareholders to approve the Post-Closing Reorganization, no vote of, or consent by, the holders of any class or series of capital stock or Voting Debt issued by the Company is necessary to authorize the execution and delivery by the Company of this Agreement or the consummation by it of the transactions contemplated hereby. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and by the Ancillary Agreements by each of the other parties hereto and theretoBuyer, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid constitutes legal and binding obligations of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent such enforceability that (i) enforcement thereof may be subject to applicable limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors generally or creditor rights, (ii) the enforcement thereof may be limited by general equitable principles (regardless of whether such enforceability enforcement is considered in a proceeding at law or in equity or at lawequity), and (iii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereby. The execution and delivery of this Agreement and the Ancillary Agreements 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 on the part of the Company, 's Board of Directors and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, contemplated (other than the adoption of this Agreement by the stockholders of the Company Stockholders' Actionin accordance with the DGCL and the Certificate of Incorporation and By-Laws of the Company). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company Company, and, assuming the due authorization, execution and delivery subject insofar as Article II of this Agreement is concerned to the approval and adoption of this Agreement by the Ancillary Agreements by each stockholders of the other parties hereto and theretoCompany, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid and binding obligations agreement of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent such that enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganizationreorganization or other laws affecting the enforcement of creditors' rights generally and by principles of equity regarding the availability of remedies. The Company and its Board of Directors have approved this Agreement and the Stockholder Agreement and the transactions contemplated hereby and thereby, moratorium including, without limitation, the Offer, the Merger and similar laws relating the agreements by the Selling Stockholders to or affecting creditors generally or by general equitable principles tender their Shares, and the Company and the Board of Directors have taken all steps necessary to render Section 203 of the DGCL inapplicable to this Agreement, the Stockholder Agreement and the transactions contemplated hereby and thereby, including without limitation, the Merger, the Offer (regardless of whether such enforceability this Agreement is considered in a proceeding in equity or at lawterminated) and the agreements by the Selling Stockholders to tender their Shares (regardless of whether this Agreement is terminated).

Authority Relative to this Agreement. (a) The Company has all necessary corporate requisite limited liability company power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder in accordance with and thereunder upon the terms and conditions set forth herein, subject to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Suntuity Merger and the other transactions contemplated hereby Transactions by the stockholders Company Members. The Key Company Member owns a sufficient number of Company Interests to approve and adopt this Agreement, the Company Suntuity Merger and the Transactions by Member Approval in accordance with Georgia Law the Company LLC Agreement and the Company Articles of Incorporation (the "Company Stockholders' Action")RULLCA. The execution and delivery of this Agreement and the Ancillary Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by all necessary corporate action on the part of Company Management Committee and, subject to obtaining the CompanyMember Approval, and no other corporate proceedings on the part of the Company or its members are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than the Company Stockholders' ActionTransactions. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and theretoAcquiror Group, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms; provided, except to that the extent such enforceability hereof may be subject to applicable limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws relating to or affecting creditors creditors’ rights generally or and by general principles of equity affecting the availability of specific performance and other equitable principles remedies (regardless of whether such enforceability is considered in a proceeding in equity or at lawthe “Enforceability Exceptions”).

Authority Relative to this Agreement. (a) The Company Inprise has all necessary full corporate power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements to which the Company is a party (and, subject to obtaining the receipt of the consents described Inprise Shareholders' Approval (as defined in Section 3.05(b6.03(b)) and ), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than hereby. On or prior to the approval and adoption of this Agreementdate hereof, the Merger execution, delivery and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action"). The execution and delivery performance of this Agreement and the Ancillary Agreements by the Company Inprise and the consummation by the Company Inprise of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary corporate action on the part Board of Directors of Inprise, the CompanyBoard of Directors of Inprise has recommended adoption of this Agreement by the shareholders of Inprise and directed that this Agreement be submitted to the shareholders of Inprise for their consideration, and no other corporate proceedings on the part of the Company Inprise or its shareholders are necessary to authorize the execution, delivery and performance of this Agreement or any by Inprise and the consummation by Inprise of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than obtaining the Company StockholdersInprise Shareholders' ActionApproval. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company Inprise and, assuming the due and valid authorization, execution and delivery of this Agreement and the Ancillary Agreements hereof by each of the other parties hereto and theretohereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations agreement of the Company, Inprise enforceable against the Company Inprise in accordance with their respective its terms, except to the extent such as enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws relating to or affecting creditors the enforcement of creditors' rights generally or and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute to: (i) execute, deliver and deliver perform this Agreement and each of the Ancillary Agreements to which Agreement that the Company has executed or delivered or is a party to execute or deliver pursuant to this Agreement, and (subject to ii) carry out the receipt of the consents described in Section 3.05(b)) and to perform its Company’s obligations hereunder and thereunder and and, subject to the Company Stockholder Approval, to consummate the transactions contemplated hereby and thereby (other than including the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action"Merger). The execution and delivery of this Agreement and the Ancillary Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have has been duly and validly authorized by all necessary corporate action on the part of the Company (including the approval by its board of directors and its stockholders as required by the Charter Documents of the Company). The consummation by the Company of the transactions contemplated hereby (including the Merger) has been, or will be, duly and no validly authorized by all necessary corporate action on the part of the Company (including the approval by its board of directors and, prior to the Closing, its stockholders as required by the DGCL). No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than the Company Stockholders' Actioncontemplated hereby. This Agreement and each Ancillary Agreement to which it is a party has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and or thereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent such enforceability as may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar laws relating to or affecting creditors the enforcement of creditors’ rights generally or and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereby. The execution and delivery of this Agreement and the Ancillary Agreements 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 on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby (other than, other than with respect to the Merger, the adoption of this Agreement by the holders of a majority of the aggregate voting power of the issued and outstanding shares of the Class A Stock, the Class B Stock and the Class C Stock, voting together as a single class (the "Company Stockholders' ActionStockholder Approval"), and the filing and recordation of appropriate merger documents as required by, and in accordance with, the DGCL). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and theretohereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent as such enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the rights of creditors generally or and by general equitable principles of equity. The Company represents and warrants that the limitations upon business combinations set forth in Section 203 of the DGCL (regardless of whether such enforceability is considered in a proceeding in equity or at law)"Section 203") are not applicable to this Agreement, the Merger and the transactions contemplated by this Agreement.

Authority Relative to this Agreement. (a) The Company has all necessary requisite corporate power and authority authority, to execute enter into and to deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its the obligations hereunder and thereunder and to consummate the transactions contemplated hereby and, where applicable, other agreements (including the Ancillary Agreements (as defined herein)), instruments, certificates and thereby documents executed, or to be executed, by it pursuant to this Agreement (such other than the approval agreements, instruments, certificates and adoption of this Agreementdocuments, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' ActionTRANSACTION DOCUMENTS"). The execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements Transaction Documents to which it is a party 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 action, corporate action or otherwise, on the part of the Company, Company and no other corporate or other proceedings on the part of the Company are is necessary to authorize this Agreement or any of the Ancillary Agreements Transaction Documents or to consummate the transactions so contemplated, contemplated hereby or thereby (other than the adoption of this Agreement by the holders of at least two-thirds of the outstanding shares of Company Stockholders' ActionCapital Stock entitled to vote in accordance with Massachusetts Law and the Company's Articles of Organization and bylaws and the holders of at least two-thirds of the outstanding shares of the Company's Series A preferred stock). This Agreement has been, and the Ancillary Agreements Transaction Documents to which it is a party at Closing will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements Transaction Documents by each of the other parties hereto and or thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitute legal, valid and binding obligations of the Company, Company enforceable against the Company it in accordance with their respective terms, except to the extent such enforceability as may be subject to applicable limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar laws now or hereafter in effect relating to or affecting creditors creditors' rights generally or by and general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity).

Authority Relative to this Agreement. (a) The Company has Boards of Directors of HNB and HNB Bank, respectively, have by all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action"). The execution and delivery of requisite action approved this Agreement and the Ancillary Agreements Merger, and subject to HNB’s shareholders’ approval, they have authorized the execution and delivery hereof on behalf of such corporations by the Company duly authorized officers and the consummation by performance of their respective obligations hereunder. HNB, in its capacity as the Company holder of all of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part outstanding shares of the CompanyHNB Bank’s Common Stock, has approved this Agreement, and no other corporate proceedings further approval hereof is required by the shareholders of HNB Bank. Nothing in the Articles of Incorporation or Bylaws of HNB or in the Articles of Association or Bylaws of HNB Bank or in any agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in this Agreement) by or to which either entity is bound or subject would prohibit or inhibit either of such corporations from consummating this Agreement, and the Merger contemplated hereby on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than the Company Stockholders' Actionterms and conditions herein contained. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution HNB and delivery of this Agreement HNB Bank and the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of the Companyeach of them, enforceable against the Company them in accordance with their respective its terms, except to the extent as such enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization and similar other laws relating to or affecting creditors rights generally or by and general equitable principles (of equity, regardless of whether such enforceability is considered in a proceeding asserted in equity or at law). Neither HNB nor HNB Bank is in default under nor in violation of any provision of its Articles of Incorporation or Articles of Association, respectively, or its Bylaws or any promissory note, indenture or any evidence of indebtedness or security therefor, or material lease, material contract, or other material commitment or agreement.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "“Company Stockholders' ’ Action"”). The execution and delivery of this Agreement and the Ancillary Agreements 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 on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than the Company Stockholders' ’ Action. This Agreement has been, and the Ancillary Agreements will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby (other than including the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action"Merger). The execution and delivery of this Agreement and the Ancillary Agreements by the 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 action on the part of the CompanyCompany (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 but excluding the Written Consent, which is being delivered simultaneously with the execution and delivery hereof), and no other corporate proceedings on the part of the Company are necessary (other than the Written Consent) to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than contemplated hereby pursuant to Applicable Law and the Company Stockholders' Actionterms and conditions of this Agreement. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and theretohereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent such enforceability as may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar laws relating to or affecting creditors the enforcement of creditors’ rights generally or and by general equitable principles of equity. The action by written consent of the shareholders of the Company (regardless the “Written Consent”) to approve and adopt this Agreement and the transactions contemplated hereby is the only consent or approval by, or vote of, the holders of whether such enforceability is considered in a proceeding in equity any class or at law)series of share capital of the Company necessary for the Company to adopt this Agreement and the transactions contemplated hereby.

Authority Relative to this Agreement. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approval of its shareholders and each Optionholders and the approval of the Ancillary Agreements Controller of Restrictive Trade Practices as referred to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b3.5(b)(vi) hereof (and other requisite governmental approvals, if any)) and to perform its obligations hereunder and thereunder and , to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger Arrangement and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereby. The execution and delivery of this Agreement and the Ancillary Agreements by the Company and the consummation by the Company of the Arrangement and other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company, Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the Arrangement or other transactions so contemplated, contemplated hereby (other than the Company Stockholders' Actionapproval and adoption of this Agreement and the Arrangement by the Company's shareholders, approval and adoption of the Arrangement by the Optionholders, the issuance of the Final Court Order, the approval of the Controller of Restrictive Trade Practices as set forth in Section 3.5(b)(vi) hereof and other requisite governmental approvals, if any). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements hereof by each of the other parties hereto and theretoBuyer, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, constitutes a valid and binding obligations agreement of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent such that its enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally and similar laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)principles.

Authority Relative to this Agreement. (a) The Company has all the necessary corporate power and authority to execute enter into this Agreement and, subject to the filing of the Merger Certificate as required by Mississippi Law and deliver approval of the stockholders as required by Mississippi Law, to carry out its obligations hereunder. The Company has the necessary competency, power and authority to enter into this Agreement and each of carry out the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereunder. The execution and delivery of this Agreement and the Ancillary Agreements 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 on the part of the CompanyCompany and subject to the approval of the stockholders and, and subject to the filing of the Merger Certificate as required by Mississippi Law, no other corporate proceedings on proceeding is necessary for the part execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than the Company Stockholders' Actioncontemplated hereby. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and subject to the approval of the stockholders and, assuming the due authorization, execution and delivery of this Agreement by Parent and the Ancillary Agreements by each of the other parties hereto and theretoBuyer, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of the CompanyCompany and the Stockholders, enforceable against the Company each in accordance with their respective its terms, except to that the extent such enforceability hereof may be subject to (a) applicable bankruptcy, insolvencyinsolvency or other similar laws, reorganizationnow or hereinafter in effect, moratorium affecting creditors’ rights generally, and similar laws relating to or affecting creditors generally or by (b) the general equitable principles of equity (regardless of whether such enforceability is considered in at a proceeding at law or in equity or at lawequity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate limited liability company power and authority to execute to: (i) execute, deliver and deliver perform this Agreement and each of the Ancillary Agreements to which Agreement that the Company has executed or delivered or is a party to execute or deliver pursuant to this Agreement, and (subject to ii) carry out the receipt of the consents described in Section 3.05(b)) and to perform its Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than including the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action"Merger). The execution and delivery of this Agreement and each Ancillary Agreement that the Ancillary Agreements Company has executed or delivered or is to execute or deliver pursuant to this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the Merger) have been been, or will be, duly and validly authorized by all necessary corporate limited liability company action on the part of the CompanyCompany (including the approval by its board of managers and, prior to the Closing, any approval of its members as required by the Delaware Laws and its Charter Documents), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the such Ancillary Agreements Agreement or to consummate the transactions so contemplated, other than contemplated hereby or thereby. This Agreement and each Ancillary Agreement that the Company Stockholders' Action. This has executed or delivered or is to execute or deliver pursuant to this Agreement has been, and the Ancillary Agreements or will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and or thereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent such enforceability as may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar laws relating to or affecting creditors the enforcement of creditors’ rights generally or and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity.

Authority Relative to this Agreement. (a) The Company has ------------------------------------ all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereby. The execution and delivery of this Agreement and the Ancillary Agreements 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 on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated herein (other than, other than with respect to the Company Stockholders' ActionMerger, the approval and adoption of this Agreement by the holders of a majority of the then outstanding Shares and the filing of appropriate merger documents as required by the Georgia Code). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and theretoBuyer, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, except subject to the extent such enforceability may be subject to effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium and or similar laws relating affecting creditors' rights generally and subject, as to or affecting creditors generally or by enforceability, to the effect of general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding proceedings in equity or at law). The only action required to be taken by the stockholders of the Company in order to consummate the Merger is the adoption of this agreement by the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote thereon.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereby. The execution and delivery of this Agreement and the Ancillary Agreements 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 on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than the approval of this Agreement by the holders of not less than a two-thirds majority of the outstanding shares of Company Stockholders' ActionCommon Stock entitled to vote in accordance with the NHBCA and the Company Charter and the Company By-Laws (the “Company Stockholder Approval”). The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock necessary (under the Company Charter and the Company By-Laws, the NHBCA, other applicable law or otherwise) to approve this Agreement and the Merger. The Board of Directors of the Company (the “Company Board”) has adopted this Agreement and the transactions contemplated hereby. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Acquirer and the Ancillary Agreements by each of the other parties hereto and theretoAcquisition Subsidiary, constitutesas applicable, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except to the extent such that enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent transfer or other similar laws Laws of general applicability relating to or affecting creditors generally or the enforcement of creditors’ rights and by general equitable the effect of the principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")thereby. The execution and delivery by the Company of this Agreement and the Ancillary Agreements by to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby thereby, and the performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate action on by the part Board of Directors and, to the extent required, the Vendors and otherwise as may be required by the Charter Documents of the Company, and no other corporate proceedings action on the part of the Company are necessary Board of Directors or the Vendors or any other party is required to authorize the execution, delivery and performance by the Company of this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than the Company Stockholders' Action. This Agreement has been, and the Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which the Company is a party have been or will be, as applicable, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, orhereof (and, in the case of the Ancillary AgreementsAgreements to which Buyer is a party, thereof) by Buyer, as applicable, each constitutes or will constitute, as applicable, a legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their its respective terms, except to as the extent such enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws Laws relating to or affecting creditors the enforcement of creditors’ rights generally or and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger Transaction and the other transactions contemplated hereby by this Agreement to be performed by it, subject only to the stockholders Required Company Vote. The board of directors of the Company in accordance with Georgia Law (or a committee thereof) has duly and validly authorized the execution, delivery and performance by the Company Articles of Incorporation (the "Company Stockholders' Action"). The execution and delivery of this Agreement and approved the Ancillary Agreements consummation by the Company of the Transaction and the other transactions contemplated by this Agreement to be performed by it, and has (a) taken all corporate actions required to be taken by the board of directors for the execution, delivery and performance of this Agreement and the consummation by the Company of the Transaction and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of this Agreement to be performed by the Company, (b) by resolution approved the Transaction, this Agreement and no the other transactions contemplated by this Agreement to be performed by the Company and (c) subject to Section 6.05(c), approved and adopted the Recommendation to Shareholders. No other corporate proceedings on the part of the Company are necessary to authorize approve this Agreement or any of and the Ancillary Agreements other transactions contemplated by this Agreement to be performed by the Company, or to adopt and consummate the transactions so contemplatedTransaction in accordance with this Agreement, other than the Required Company Stockholders' ActionVote. This Agreement has been, and the Ancillary Agreements will be, Bermuda Amalgamation Agreement have been duly and validly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery of by Parent and M&A Sub) this Agreement and the Ancillary Agreements by each of the other parties hereto and theretoBermuda Amalgamation Agreement constitute valid, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations agreements of the Company, enforceable against the Company in accordance with their respective terms, except to the extent such enforceability as may be subject to applicable limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium and fraudulent conveyance or other similar laws Laws affecting or relating to or affecting creditors enforcement of creditors’ rights generally or and by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawthe “Enforceability Exceptions”).

Authority Relative to this Agreement. The execution, delivery and performance (asubject, if the Merger is not to be consummated pursuant to Section 3.7, to the approval of the Plan of Merger by the holders of more than two-thirds of the issued and outstanding shares of Company Common Stock (the “Company Shareholder Approval”)) The of this Agreement and of all of the other documents and instruments required hereby by the Company has all necessary and the consummation of the Merger Transactions are within the corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")Company. The execution and delivery of this Agreement and the Ancillary Agreements by the Company and the consummation by the Company of the Merger Transactions and of such other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company, Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or any of the Ancillary Agreements or to consummate the Merger Transactions or the other transactions so contemplatedcontemplated hereby (other than, other than with respect to the Merger, receipt of the Company Stockholders' ActionShareholder Approval if the Merger is not to be consummated pursuant to Section 3.7). This Agreement has been, and all of the Ancillary Agreements other documents and instruments required hereby have been or will be, be duly and validly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery of this Agreement hereof and the Ancillary Agreements thereof by each of the other parties hereto Parent and thereto, constitutes, or, in the case of the Ancillary Agreements, Merger Subsidiary) constitute or will constitute, legal, constitute valid and binding obligations agreements of the Company, enforceable against the Company in accordance with their respective terms, except to the extent such that their enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to reorganization or other Laws affecting creditors the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)principles.

Authority Relative to this Agreement. (a) The Each Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and upon the Company Articles of Incorporation (the "Company Stockholders' Action")terms and conditions set forth herein. The execution and delivery of this Agreement and the Ancillary Agreements by the each Company and the consummation by the each Company of the transactions contemplated hereby and thereby Transactions, to which each Company is a party, have been duly and validly authorized by all necessary corporate action on the part members of the Governing Board of each Company and, subject to (i) obtaining the approval from each Company’s Company Equityholders in accordance with each Company’s Organizational Documents and (ii) the filing and recordation of appropriate documents related to the Mergers as required by the DGCL, and OGCL and/or the OLLCA, as applicable, no other corporate proceedings on the part of the Companies or their respective Company Equityholders are necessary to authorize the execution, delivery and performance of this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than the Company Stockholders' ActionTransactions. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company each Company, Parentco, and each Merger Sub, and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and theretoTastemaker, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of the each Company, Parentco, and each Merger Sub, enforceable against the Company each Company, Parentco, and each Merger Sub in accordance with their respective its terms; provided, except to that the extent such enforceability hereof may be subject to applicable limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws relating to or affecting creditors creditors’ rights generally or and by general principles of equity affecting the availability of specific performance and other equitable principles remedies (regardless of whether such enforceability is considered in a proceeding in equity or at lawthe “Enforceability Exceptions”).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and Agreement, to perform its obligations hereunder and thereunder and and, subject to receiving the Company Stockholder Approval (including the approval of the Requisite Preferred Majority with respect to the Conversion), to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")Transactions. The execution and delivery of this Agreement and the Ancillary Agreements by the 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 on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedTransactions (other than, other than (a) with respect to the Merger, the Company Stockholders' ActionStockholder Approval, which the Written Consent shall satisfy, (b) with respect to the Conversion, the approval of the Requisite Preferred Majority, and (c) and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by InterPrivate and the Ancillary Agreements by each of the other parties hereto and theretoMerger Sub, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent such enforceability may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar other laws relating to or of general application affecting creditors generally or enforcement of creditors’ rights generally, by general equitable principles (regardless the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of whether such enforceability the DGCL shall not apply to the Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is considered in a proceeding in equity applicable to the Merger or at law)the other Transactions.

Authority Relative to this Agreement. (a) The Company Each of Parent and Acquisition has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and Agreement, to perform its obligations hereunder and thereunder under this Agreement and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereby. The execution and delivery of this Agreement and the Ancillary Agreements 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 on the part Boards of Directors of Parent and Acquisition and, prior to the Closing Date, will be duly and validly authorized by Parent as the sole shareholder of Acquisition. Without limiting the generality of the Companyforegoing, Acquisition’s Board of Directors, at a meeting duly called and held, has unanimously adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the other transactions to be entered into by Acquisition, as contemplated by this Agreement, and no other corporate proceedings on (ii) concluding, after taking into account the part financial condition of the merging companies, that in its opinion, there is no reasonable suspicion that the Surviving Company are necessary will not be able to authorize this Agreement or any of the Ancillary Agreements or pay its debts to consummate the transactions so contemplated, other than the Company Stockholders' Actionits creditors. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company andeach of Parent and Acquisition and constitutes, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements hereof by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligations of the Company, a valid, legal and binding agreement of each of Parent and Acquisition enforceable against the Company each of Parent and Acquisition in accordance with their respective its terms, except to the extent such enforceability may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws now or hereafter in effect relating to or affecting creditors creditors’ rights generally or by to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity.

Authority Relative to this Agreement. (a) The Company has all necessary full corporate power and authority to (a) execute and deliver this Agreement and each (b) assuming the approval of the Ancillary Agreements to which Merger by the Required Company Stockholder Vote on the Company is a party (subject to Record Date at the receipt Company Special Meeting or any adjournment or postponement of such meeting in accordance with Delaware Law and the Bylaws of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to Company, consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")this Agreement. The execution and delivery of this Agreement and the Ancillary Agreements by the Company Agreement, 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 on the part required vote of the board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than, other than with respect to the Merger, the approval of the Merger by the Required Company Stockholder Vote on the Company Stockholders' ActionRecord Date at the Company Special Meeting or any adjournment or postponement of such meeting in accordance with the Delaware Law and the Bylaws of the Company and the and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Buyer and the Ancillary Agreements by each of the other parties hereto and theretoMerger Sub, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, constitutes a valid and binding obligations agreement of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent such that its enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar or other laws relating to or affecting creditors the enforcement of creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)principles.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and Agreement, to perform its obligations hereunder and thereunder and and, subject to obtaining the Company Requisite Vote, to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereby. The execution and delivery of this Agreement and by the Ancillary Agreements Company, the performance by the Company of its obligations hereunder, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary pursuant to the Charter or the MGCL to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, contemplated (other than (i) the approval of the Merger by the affirmative vote of the holders of at least a majority of the outstanding shares of Sizeler Common Stock entitled to vote thereon (the "Company Stockholders' ActionRequisite Vote") and (ii) with respect only to conversion of Series B Preferred Stock into the right to receive the Series B Cash Consideration, the Series B Merger Approval). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement hereof by Acquiror and the Ancillary Agreements by each of the other parties hereto and theretoMerger Sub, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except subject to the extent such enforceability may be subject to applicable effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors generally or by creditors' rights generally, and general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is or will at the Company is Closing be a party (subject to the receipt of the consents described in Section 3.05(b)) and party, to perform its obligations hereunder and thereunder and and, subject to receiving the Company Member Approval, to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")Transactions. The execution and delivery by the Company of this Agreement and the Ancillary Agreements other Transaction Documents to which it is or will at the Closing be a party, the performance by the Company of its obligations hereunder and thereunder 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 on the part of the Companylimited liability company action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than the Company Stockholders' ActionTransactions. This Agreement has been, and the Ancillary Agreements other Transaction Documents to which the Company is or will beat the Closing be a party will, at the Closing, be duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other party or parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, constitutes (or will then constitute, ) a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent such enforceability may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar other laws relating to or of general application affecting creditors generally or enforcement of creditors’ rights generally, by general equitable principles (regardless the “Remedies Exceptions”). The Company Board Approval and Company Member Approval are sufficient to approve this Agreement, the Lock-Up Agreements, any other Ancillary Agreements and the other Transactions. To the knowledge of whether such enforceability the Company, no state takeover statute other than Section 18-209 is considered in a proceeding in equity or at law)applicable to the Transactions.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereby. The execution and delivery of this Agreement and the Ancillary Agreements 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 on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated herein (other than, other than with respect to the Company Stockholders' ActionMerger, the approval and adoption of this Agreement by the holders of a majority of the then outstanding Shares and the filing of appropriate merger documents as required by the Georgia Code). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and theretoBuyer, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, except subject to the extent such enforceability may be subject to effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium and or similar laws relating affecting creditors' rights generally and subject, as to or affecting creditors generally or by enforceability, to the effect of general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding proceedings in equity or at law). The only action required to be taken by the stockholders of the Company in order to consummate the Merger is the adoption of this agreement by the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote thereon.

Authority Relative to this Agreement. (a) The Company has all necessary corporate organizational power and authority to execute and deliver this Agreement and each of the Ancillary Agreements Transaction Documents, to which the Company it is a party (subject to the receipt of the consents described in Section 3.05(b)) and party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")Transactions. The execution and delivery of this Agreement and the Ancillary Agreements Transaction Documents to which it is a party by the 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 on organizational action, except for the part approval of this Agreement by (i) Company Members holding at least a majority of the CompanyCompany Common Units and the Company Preferred Units voting as a single class and (ii) Company Members holding at least a majority of the Company Preferred Units, voting as a separate class, and no other corporate limited liability proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than the Company Stockholders' ActionTransactions. This Agreement has been, and each of the Ancillary Agreements Transaction Documents to which it is party will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and by the Ancillary Agreements by each of the other parties hereto and theretoSPAC Parties, constitutes, or, in the case of the Ancillary Agreements, or will constitute, as applicable the legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent such enforceability may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar other laws relating to or of general application affecting creditors enforcement of creditors’ rights generally or by general equitable principles (regardless the “Remedies Exceptions”). The Company Board has (a) determined that this Agreement, the Merger and the Transactions are fair to and in the best interests of whether such enforceability is considered the Company and the Company Members, (b) approved and adopted this Agreement, the Merger and the Transactions and declared their advisability and (c) recommended that the Company Members approve and adopt this Agreement, the Merger and the Transactions in a proceeding in equity or at law)the manner contemplated by this Agreement.

Authority Relative to this Agreement. (a) The Subject only to the approval of the Company's stockholders described below, the Company has all necessary corporate power and authority to execute and deliver this Agreement, the Stock Option Agreement and each of instrument required hereby to be executed and delivered by it at the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereby. The execution and delivery of this Agreement, the Stock Option Agreement and each instrument required hereby to be executed and delivered at the Ancillary Agreements Closing 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 on the part of the Company, subject only to the approval of this Agreement and no other corporate proceedings on the part Merger by the Company's stockholders under the DGCL and the Company Charter by the affirmative vote of the holders of a majority of outstanding shares of Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than the Company Stockholders' ActionCommon Stock. This Agreement has been, and the Ancillary Agreements will be, Stock Option Agreement have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and the Ancillary Agreements by each of the other parties hereto and theretoMerger Sub, constitutesas applicable, or, in the case of the Ancillary Agreements, will constitute, constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent as such enforceability may be subject to applicable limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws now or hereafter in effect relating to or affecting creditors generally or creditors' rights and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Board of Directors of the Company has determined that it is advisable and in the best interests of the Company's stockholders for the Company to enter into a business combination with Parent upon the terms and subject to the conditions of this Agreement, and has recommended that the Company's stockholders approve and adopt this Agreement and the Merger.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and each of to acknowledge the Ancillary Agreements to which voting agreements entered into in connection herewith (the Company is a party (subject to the receipt of the consents described in Section 3.05(b)“Voting Agreements”) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereby. The execution and delivery of this This Agreement and the Ancillary Voting Agreements 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 on the part Board of the Company, Directors by unanimous vote and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than than, with respect to the Merger, the approval of the Merger and this Agreement by holders of the Shares in accordance with the MBCA. The Board of Directors of the Company Stockholders' Actionhas unanimously determined this Agreement and the transactions contemplated hereby are fair to and in the best interest of the holders of the Shares and unanimously have recommended the approval and adoption of this Agreement by the Company’s shareholders. This Agreement has been, and the Ancillary Voting Agreements will be, have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and constitutes the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligations agreement of Parent and Newco, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with their respective its terms, except to the extent that such enforceability may be subject to applicable limited by (i) bankruptcy, insolvency, reorganization, moratorium and or other similar laws now or hereafter in effect relating to or affecting creditors creditors’ rights generally or by and (ii) general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Company is not an “investment company,” as such term is defined in Section 3(a) of the Investment Company Act of 1940.

Authority Relative to this Agreement. The execution, delivery and performance (asubject, with respect to the Merger, to obtaining the Company Stockholder Approval) The of this Agreement and of all of the other documents and instruments required hereby by the Company has all necessary are within the corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")Company. The execution and delivery of this Agreement and the Ancillary Agreements by Documents to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby thereby, including the Merger, have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company, Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or any of and the Ancillary Agreements Documents to which the Company is a party or to consummate the transactions so contemplatedcontemplated hereby and thereby, including the Merger (other than than, with respect to the Merger, (a) receipt of the Company Stockholders' ActionStockholder Approval and (b) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware). This Agreement has been, and the Ancillary Agreements Documents to which the Company is a party have been or will be, be duly and validly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery of this Agreement hereof and the Ancillary Agreements thereof by each of the other parties hereto Parent and thereto, constitutes, Merger Subsidiary) constitute or, in the case of the Ancillary AgreementsDocuments, will constitute, legal, constitute valid and binding obligations agreements of the Company, enforceable against the Company in accordance with their respective terms, except to the extent such that their enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to reorganization or other Laws affecting creditors the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)principles.

Authority Relative to this Agreement. Except for such authorization as is required by the Bankruptcy Court and receipt of any Regulatory Approvals, each Seller has all requisite power, authority and legal capacity to (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, (b) execute and deliver each other agreement, document, instrument or certificate contemplated by this Agreement and each or to be executed by Sellers in connection with the consummation of the Ancillary Agreements to which transactions contemplated by this Agreement (the Company is a party “Sellers’ Documents”), and (subject to the receipt of the consents described in Section 3.05(b)c) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")thereby. The execution and delivery of this Agreement and the Ancillary Agreements by the Company Sellers’ Documents, and the consummation by the Company of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate requisite action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than the Company Stockholders' ActionSellers. This Agreement has been, and at or prior to the Ancillary Agreements Closing, each of the Sellers’ Documents will be, duly and validly executed and delivered by the Company and, each Seller and (assuming the due authorization, execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements by entry of the Sale Order) this Agreement constitutes, and each of the other parties hereto Sellers’ Documents when so executed and thereto, constitutes, or, in the case of the Ancillary Agreements, delivered will constitute, legal, valid and binding obligations of the Companyeach Seller, enforceable against the Company each Seller in accordance with their its respective terms, except to the extent such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating affecting creditors’ rights and remedies generally, and subject, as to or affecting creditors generally or by enforceability, to general equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability enforcement is considered sought in a proceeding at law or in equity or at lawequity) (the “Bankruptcy Exceptions”).

Authority Relative to this Agreement. (a) The Company Subject to the CAG Shareholder Approval and Section 3.05(b), each of the Companies has all necessary corporate power and authority to to: (i) execute and deliver this Agreement and each of the Ancillary Agreements Transaction Document that such Company has executed or delivered or is to which the Company is a party execute or deliver and (subject to the receipt of the consents described in Section 3.05(b)ii) and to perform its such Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby Transactions (other than including the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action"Acquisition). The execution and delivery of this Agreement and the Ancillary Agreements by the Company Companies and the consummation by the Company Companies of the transactions contemplated hereby and thereby Transactions (including the Acquisition) have been been, or will be, duly and validly authorized by all necessary corporate action on the part of the CompanyCompanies (including, as of the date of this Agreement, approval by their respective boards of directors and stockholders as required by the DGCL and the Companies Ordinance (Chapter 622 of the laws of Hong Kong), as applicable, and, prior to the Closing, approval by the shareholders of CAG) and, other than the CAG Shareholder Approval, no other corporate proceedings on the part of the any Company are necessary to authorize the execution and delivery of this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than the Company Stockholders' ActionTransactions. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by each of the Company Companies and, assuming the due authorization, execution and delivery thereof by the other Parties, constitutes the legal and binding obligation of this Agreement and the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligations of the CompanyCompanies, enforceable against each of the Company Companies in accordance with their respective its terms, except to the extent such enforceability as may be subject to applicable limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, or other similar laws relating to now or hereafter in effect affecting creditors the enforcement of creditors’ rights generally or and by general equitable principles (regardless of whether such enforceability is considered equity. Except as set forth in a proceeding in equity Schedule 3.04, to the knowledge of the Companies, no takeover statute or at law)any other similar restrictions are applicable to the Acquisition or the other Transactions.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and Agreement, to perform its obligations hereunder and thereunder and and, subject to obtaining the Company Requisite Vote, to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereby. The execution and delivery of this Agreement and by the Ancillary Agreements Company, the performance by the Company of its obligations hereunder, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary pursuant to the Charter or the MGCL to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, contemplated (other than (i) the approval of the Merger by the affirmative vote of the holders of at least a majority of the outstanding shares of Sizeler Common Stock entitled to vote thereon (the “Company Stockholders' ActionRequisite Vote”) and (ii) with respect only to conversion of Series B Preferred Stock into the right to receive the Series B Cash Consideration, the Series B Merger Approval). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement hereof by Acquiror and the Ancillary Agreements by each of the other parties hereto and theretoMerger Sub, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except subject to the extent such enforceability may be subject to applicable effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors generally or by creditors’ rights generally, and general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Each Selling Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereby. The execution and delivery of this This Agreement and the Ancillary Agreements by the Company and the consummation by the each Selling Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part board of directors of STS and of each of the CompanySelling Companies and the shareholders of each Selling Company other than STS, and no other corporate proceedings on the part of the each Selling Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than than, with respect to the Purchase, the approval of the Purchase and this Agreement by holders of Outstanding Shares in accordance with the MBCA. The board of directors of each Selling Company Stockholders' Actionhas determined this Agreement and the transactions contemplated hereby are fair to and in the best interest of the shareholders of each Selling Company and have recommended the approval and adoption of this Agreement by the shareholders of each Selling Company. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company Selling Companies and, assuming the due authorization, execution and delivery of this Agreement and constitutes the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligations agreement of Parent and Newco, constitutes the valid and binding agreement of the CompanySelling Companies, enforceable against the Company Selling Companies in accordance with their respective its terms, except to the extent that such enforceability may be subject to applicable limited by (i) bankruptcy, insolvency, reorganization, moratorium and or other similar laws now or hereafter in effect relating to or affecting creditors creditors’ rights generally or by and (ii) general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither STS nor any of the other Selling Companies is an “investment company,” as such term is defined in Section 3(a) of the Investment Company Act of 1940.

Authority Relative to this Agreement. (a) The Company Purchaser has all necessary full corporate power and authority to execute and deliver this Agreement Agreement, the Subordinated Note and each of the other Ancillary Agreements to which the Company it is a party (subject to the receipt of the consents described in Section 3.05(b)) and party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval thereby. The execution and adoption delivery by Purchaser of this Agreement, the Merger Subordinated Note and the each other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action"). The execution and delivery of this Agreement and the Ancillary Agreements by the Company to which it is a party and the consummation by the Company Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action of Purchaser and no other corporate action on the part of Purchaser is required to authorize the Companyexecution, delivery and no performance of this Agreement, the Subordinated Note and each other corporate proceedings on Ancillary Agreements to which it is a party and the part consummation by it of the Company are necessary to authorize this Agreement or any of transactions contemplated hereby and thereby. This Agreement, the Subordinated Note and each other Ancillary Agreements to which Purchaser is or to consummate the transactions so contemplated, other than the Company Stockholders' Action. This Agreement has been, and the Ancillary Agreements will become a party have been or will be, as applicable, duly and validly executed and delivered by the Company Purchaser and, assuming the due authorization, execution and delivery of this Agreement hereof (and the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of Ancillary Agreements to which the Ancillary AgreementsCompany and/or a Seller is a party, thereof) by, and enforceability against, the Company and/or a Seller, each constitutes or will constitute, as applicable, a legal, valid and binding obligations obligation of the CompanyPurchaser, enforceable against the Company it in accordance with their its respective terms, except to as the extent such enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws Laws relating to or affecting creditors the enforcement of creditors' rights generally or and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereby. The execution and delivery of this Agreement and the Ancillary Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (subject to the satisfaction of the conditions to consummation set forth herein) have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, contemplated (other than the approval and adoption of the Merger by the holders of at least a majority of the outstanding shares of the Company Stockholders' ActionCommon Stock entitled to vote in accordance with California Law and the Company's Articles of Incorporation and By-Laws). The Board of Directors of the Company has determined that it is advisable and in the best interest of the Company's shareholders for the Company to enter into a business combination with Parent upon the terms and subject to the conditions of this Agreement. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, as applicable, constitutes the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective termsits terms (subject to stockholder approval, as aforesaid), except to as the extent such enforceability thereof may be subject to applicable limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors generally or by generally, and (ii) the effect of general equitable principles (regardless of equity, whether such enforceability enforcement is considered in a proceeding in equity or at law), and the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement and each the other agreements which are attached (or forms of which are attached) as exhibits hereto (the “Ancillary Agreements Agreements”) to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval thereby. The Company’s board of directors has approved this Agreement and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")declared its advisability. The execution and delivery by the Company of this Agreement and the Ancillary Agreements by to which the Company is or will become a party and the consummation by the Company of the transactions contemplated hereby and thereby thereby, and the performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate action on by the part 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 or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than the Company Stockholders' Action. This Agreement has been, and the Ancillary Agreements to which the Company is or will become a party and the consummation by the Company of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which the Company is or will become a party have been or will be, as applicable, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, constitutes or will constitute, as applicable, a legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their its respective terms, except to as the extent such enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws Laws relating to or affecting creditors the enforcement of creditors’ rights generally or and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity.

Authority Relative to this Agreement. (a) The Company has all necessary requisite ------------------------------------ corporate power and authority to execute and deliver enter into this Agreement and each any agreement or document contemplated hereby and, upon the requisite approval of the Ancillary Agreements to which its shareholders, the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) will have all requisite corporate power and to perform its obligations hereunder and thereunder and authority to consummate the transactions contemplated hereby hereby; and thereby (other than the approval Company has the requisite power and adoption authority to sell, transfer, convey, assign and deliver to Buyer all right, title and interest to all of the Purchased Assets under this Agreement, the Merger free and the other transactions contemplated hereby clear of all liens, claims, encumbrances, charges, liabilities or obligations of every kind and nature whatsoever including, without limitation, tax liens, except those assumed by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation Buyer hereunder (the collectively "Company Stockholders' ActionLiens"). The execution and delivery of this Agreement Agreement, and the Ancillary Agreements by the Company any agreement or document contemplated hereby, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement all agreements or any of the Ancillary Agreements or to consummate the transactions so contemplateddocuments contemplated hereby, other than the Company Stockholders' Action. This Agreement has been, and the Ancillary Agreements will be, have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements obligations imposed on the Company by each of this Agreement, or by any agreement or document contemplated hereby, constitute the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligations and agreements of the Company, Company enforceable against the Company in accordance with their respective terms, except to the extent its terms except: (i) that such enforceability enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws now or hereafter in effect relating to or affecting creditors generally or by general creditor's rights; and (ii) that the remedy of specific performance and injunctive and other forms of equitable principles (regardless relief, may be subject to equitable defenses and to the discretion of whether such enforceability is considered in a the court before which any proceeding in equity or at law)therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Company's board of directors and its shareholders have approved this Agreement. The execution and delivery by the Company of this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action"). The execution and delivery of this Agreement and the Ancillary Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby thereby, and the performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate action on (including action by the part board of directors and the shareholders of the Company), and no other corporate proceedings on the part of the Company are necessary action is required to authorize the execution, delivery and performance of this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than the Company Stockholders' Action. This Agreement has been, and the Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which the Company is a party have been or will be, as applicable, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, constitutes or will constitute, as applicable, a legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar Laws relating to the extent such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium enforcement of creditors' rights generally and similar laws relating to or affecting creditors generally or by general equitable principles of equity. The Company has convened a Company Meeting in accordance with and in compliance with all applicable laws, the constating documents of the Company and all agreements between the shareholders of the Company, and the Special Resolution has been approved in accordance with Section 5.1(c). The notice for the Company Meeting was prepared and delivered in compliance with the BCA, the Company's constating documents and all agreements between the shareholders of the Company and included (regardless i) a summary of whether such enforceability this Agreement; and (ii) a statement that a Dissenting Shareholder is considered entitled to be paid the fair value of the Company Shares in a proceeding in equity or at law)accordance with Section 185 of the BCA.

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereby. The execution and delivery of this Agreement and the Ancillary Agreements 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 the requisite corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, contemplated (other than the adoption of this Agreement by the holders of at least a majority of the outstanding shares of Company Stockholders' ActionCommon Stock entitled to vote in accordance with the DGCL and the Company's Certificate of Incorporation and By-Laws). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and by the Ancillary Agreements by each of the other parties hereto and theretoPurchaser, constitutesas applicable, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except to the extent as such enforceability may be subject to applicable limited or affected by (i) bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation, arrangement, fraudulent transfer, fraudulent conveyance and other similar laws relating to (including, without limitation, court decisions) now or hereafter in effect and affecting the rights and remedies of creditors generally or by providing for the relief of debtors, (ii) the refusal of a particular court to grant equitable remedies, including, without limitation, specific performance and injunctive relief, and (iii) general equitable principles of equity (regardless of whether such enforceability is considered remedies are sought in a proceeding in equity or at lawLaw).

Authority Relative to this Agreement. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")hereby. The execution and delivery of this This Agreement and the Ancillary Agreements 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 on the part Board of the Company, Directors and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than than, with respect to the Merger, the approval of the Merger and this Agreement by holders of the Outstanding Shares in accordance with the MBCA. The Board of Directors of the Company Stockholders' Actionhas determined this Agreement and the transactions contemplated hereby are fair to and in the best interest of the holders of the Outstanding Shares and has recommended the approval and adoption of this Agreement by the Company’s Shareholders. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and constitutes the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligations agreement of Parent and Newco, constitutes the valid and binding agreement of the Company, and each of the ancillary agreements relating hereto to which the Company is a party has been duly authorized by the Company, and upon execution and delivery by the Company shall be enforceable against the Company in accordance with their respective its terms, except to the extent that such enforceability may be subject to applicable limited in each case by (i) bankruptcy, insolvency, reorganization, moratorium and or other similar laws now or hereafter in effect relating to or affecting creditors creditors’ rights generally or by and (ii) general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Company is not an “investment company,” as such term is defined in Section 3(a) of the Investment Company Act of 1940.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each the Company Stock Option Agreement, and, subject to obtaining the necessary approvals of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and Company's stockholders, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action")thereby. The execution and delivery of this Agreement and the Ancillary Agreements Company Stock Option Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of and the Ancillary Agreements Company Stock Option Agreement or to consummate the Merger and the other transactions so contemplated, contemplated (other than with respect to approval of the Merger and adoption of this Agreement by the Company's stockholders by the affirmative vote of a majority of all the votes entitled to vote on the matter (the "Company Stockholders' ActionVote"), and the filing and acceptance of the Certificate of Merger as required by the DGCL). This Agreement has been, and the Ancillary Agreements will be, Company Stock Option Agreement have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and the Ancillary Agreements by each of the other parties hereto and theretoMerger Sub, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to as the extent such enforceability enforcement thereof may be subject to applicable limited by bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and or similar laws relating affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to or affecting creditors generally or by general equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law).