Common use of Authorization; Validity and Effect of Agreement Clause in Contracts

Authorization; Validity and Effect of Agreement. BPW has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”). The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, and the performance by BPW of its obligations hereunder and thereunder and the consummation by BPW of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of BPW (the “BPW Board”) and all other necessary corporate action on the part of BPW, other than the BPW Voting Proposal, and no other proceedings on the part of BPW are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the transactions contemplated hereby or thereby. Each of this Agreement and the Ancillary Agreements to which BPW is a party has been duly and validly executed and delivered by BPW and assuming the same are legally binding on the other parties thereto constitutes a legal, valid and binding obligation of BPW, enforceable against BPW in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authorization; Validity and Effect of Agreement. BPW With respect to each Buyer Party, (a) such Buyer Party has the requisite corporate all necessary power and authority to execute, deliver and perform its obligations under this Agreement and each of the Buyer Ancillary Agreements to which it is a party party, and to consummate the transactions contemplated hereby and therebyContemplated Transactions, subject only to the BPW Requisite Vote (ib) adopting and approving this Agreement has been duly authorized by the governing board of such Buyer Party, duly executed and delivered by such Buyer Party, and is (assuming the Ancillary Agreements and approving the transactions contemplated hereby and therebyvalid authorization, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”). The execution and delivery of this Agreement by Sellers) the legal, valid and binding obligation of such Buyer Party enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements to which BPW is a party by BPW, and the performance by BPW of its obligations hereunder and thereunder and the consummation by BPW of the transactions contemplated hereby and thereby have has been duly authorized by the Board governing board of Directors of BPW (the “BPW Board”) such Buyer Party and, upon execution and all other necessary corporate action on the part of BPWdelivery thereof by such Buyer Party, other than the BPW Voting Proposal, and no other proceedings on the part of BPW are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the transactions contemplated hereby or thereby. Each of this Agreement and the Ancillary Agreements to which BPW is a party has been will be duly and validly executed and delivered by BPW such Buyer Party, and will be (assuming the same are legally binding on valid authorization, execution and delivery by each Seller, where such Seller is a party, or the other party or parties thereto constitutes thereto) a legal, valid and binding obligation of BPWsuch Buyer Party, enforceable against BPW in accordance with its terms, in each case subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws of general applicability application relating to or affecting creditors’ rights generally and to general equitable principles equity principles, and (whether considered in c) no other action on the part of such Buyer Party, its members, shareholders, managers or directors (each, as applicable) is necessary to authorize the execution and delivery by such Buyer Party of this Agreement and the Buyer Ancillary Agreements to which such Buyer Party is a proceeding in equity party, the performance of such Buyer Party’s obligations hereunder or at law)thereunder or the consummation by such Buyer Party of the Contemplated Transactions.

Authorization; Validity and Effect of Agreement. BPW PTI has the requisite corporate partnership power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreements other document or agreement to which it is be executed by PTI under this Agreement (each a party "PTI Transaction Document") and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”). The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, PTI and the performance by BPW PTI of its obligations hereunder hereunder, the execution and delivery of each of the PTI Transaction Documents by PTI and the performance of its obligations thereunder and the consummation by BPW of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of BPW (the “BPW Board”) CLS and all other necessary corporate partnership action on the part of BPWPTI, other than the BPW Voting Proposaladoption and approval of this Agreement by holders of LP Units, and no other partnership proceedings on the part of BPW PTI are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the PTI Transaction Documents and the transactions contemplated hereby or and thereby. Each CLS has approved for the purposes of Section 121-1106 of the NLPA the agreement of merger contained in this Agreement and the Ancillary Agreements to which BPW is a party PTI Merger. This Agreement has been duly and validly executed and delivered by BPW PTI and assuming the same are legally binding on the other parties thereto constitutes a legal, valid and binding obligation of BPWPTI, enforceable against BPW it in accordance with its terms, subject except to the effects of extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or by general principles of equity. Each PTI Transaction Document has been or, as of the Effective Time, will have been, duly and validly authorized, executed and delivered by PTI, and constitutes or will constitute as of such time a legally valid and binding obligation of PTI, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of general applicability relating to or affecting creditors’ ' rights generally and or by general equitable principles (whether considered in a proceeding in equity or at law)of equity.

Authorization; Validity and Effect of Agreement. BPW (a) DAM has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”)Share Exchange. The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, DAM and the performance by BPW DAM of its obligations hereunder and thereunder and the consummation by BPW of the transactions contemplated hereby and thereby Share Exchange have been duly authorized by the Board its board of Directors of BPW (the “BPW Board”) directors and its shareholders and all other necessary corporate company action on the part of BPW, other than the BPW Voting Proposal, DAM has been taken and no other company proceedings on the part of BPW DAM are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the transactions contemplated hereby or thereby. Each of this Agreement and the Ancillary Agreements to which BPW is a party Share Exchange. This Agreement has been duly and validly executed and delivered by BPW DAM and, assuming that it has been duly authorized, executed and assuming the same are legally binding on delivered by the other parties thereto hereto, constitutes a legal, valid and binding obligation of BPWDAM, enforceable against BPW it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law).) and an implied covenant of good faith and fair dealing. (b) The Principal Shareholder has the full capacity, power and authority to enter into this Agreement and the other agreements contemplated hereby to which the Principal Shareholder is a party and to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof. This Agreement and the other agreements contemplated hereby to which the Principal Shareholder is a party has been duly authorized, executed and delivered by the Principal Shareholder and are the legal, valid and binding obligations of the Principal Shareholder, enforceable against the Principal Shareholder in accordance with its terms. 3.3

Authorization; Validity and Effect of Agreement. BPW Modtech has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, every other document or agreement to be executed by Modtech under this Agreement and (each Ancillary Agreements to which it is a party "Modtech Transaction Document") and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”). The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, Modtech and the performance by BPW Modtech of its obligations hereunder hereunder, the execution and delivery of each of the Modtech Transaction Documents by Modtech and the performance of its obligations thereunder and the consummation by BPW of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of BPW (the “BPW Board”) Modtech and all other necessary corporate action on the part of BPWModtech, other than the BPW Voting Proposaladoption and approval of this Agreement by the stockholders of Modtech, and no other corporate proceedings on the part of BPW Modtech are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the Modtech Transaction Documents and the transactions contemplated hereby and thereby (assuming due authorization, execution and delivery by the other party or therebyparties thereto). Each The Board of Directors of Modtech has approved for the purposes of Section 1101 of the CGCL the agreement of merger contained in this Agreement and the Ancillary Agreements to which BPW is a party Modtech Merger. This Agreement has been duly and validly executed and delivered by BPW Modtech and assuming the same are legally binding on the other parties thereto constitutes a legal, valid and binding obligation of BPWModtech, enforceable against BPW it in accordance with its terms, subject except to the effects of extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or by general principles of equity. Each Modtech Transaction Document has been, or, as of the Effective Time, will have been, duly and validly authorized, executed and delivered by Modtech, and constitutes or will constitute as of such time a legally valid and binding obligation of Modtech, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of general applicability relating to or affecting creditors’ ' rights generally and or by general equitable principles (whether considered in a proceeding in equity or at law)of equity.

Authorization; Validity and Effect of Agreement. BPW has Parent and Merger Sub have the requisite corporate power and authority to execute, deliver and perform its their respective obligations under this Agreement and each Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”)Merger. The execution and delivery of this Agreement by the Parent and each Ancillary Agreements to which BPW is a party by BPW, Merger Sub and the performance by BPW Parent and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by BPW of the transactions contemplated hereby and thereby Merger have been duly authorized by the Board their respective boards of Directors of BPW (the “BPW Board”) directors and all other necessary corporate action on the part of BPWthe Parent and Merger Sub and, other than with the BPW Voting Proposalexception of the Parent Shareholder Approval (as defined below), and no other corporate proceedings on the part of BPW Parent or Merger Sub are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the transactions contemplated hereby or thereby. Each of this Agreement and the Ancillary Agreements to which BPW is a party Merger. This Agreement has been duly and validly executed and delivered by BPW Parent and assuming Merger Sub and, assuming: (i) the same approval (the “Parent Shareholder Merger Approval”) of this Agreement by the holders of Parent Shares holding at least two-thirds of the outstanding Parent Shares at a meeting of shareholders duly called and held (the “Parent Shareholder Meeting”) to consummate the Merger and other transactions contemplated hereby, (ii) the approval (the “Parent Shareholder Amendment Approval”; together with the Parent Shareholder Merger Approval, the “Parent Shareholder Approval”) of an amendment to the certificate of incorporation of Parent, by a majority of the votes cast in favor of or against the amendment by the holders of Parent Shares at the Parent Shareholder Meeting, to increase the number of shares of common stock authorized for issuance by that number of shares necessary to ensure that an adequate number of shares of common stock are legally binding on available for issuance to the Target Shareholders under this Agreement, and (iii) that this Agreement has been duly authorized, executed and delivered by the other parties thereto hereto, constitutes a legal, valid and binding obligation of BPWParent and Merger Sub, enforceable against BPW in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. BPW SPI has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, every other document or agreement to be executed by SPI under this Agreement and (each Ancillary Agreements to which it is a party an "SPI Transaction Document") and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”). The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, SPI and the performance by BPW SPI of its obligations hereunder hereunder, the execution and delivery of each of the SPI Transaction Documents by SPI and the performance of its obligations thereunder and the consummation by BPW of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of BPW (the “BPW Board”) SPI and all other necessary corporate action on the part of BPWSPI, other than the BPW Voting Proposaladoption and approval of this Agreement by the stockholders of SPI, and no other corporate proceedings on the part of BPW SPI are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the SPI Transaction Documents and the transactions contemplated hereby and thereby (assuming due authorization, execution and delivery by the other party or therebyparties thereto). Each The Board of Directors of SPI has approved for the purposes of Section 7-110-000 xx the CBCA the agreement of merger contained in this Agreement and the Ancillary Agreements to which BPW is a party SPI Merger. This Agreement has been duly and validly executed and delivered by BPW SPI and assuming the same are legally binding on the other parties thereto constitutes a legal, valid and binding obligation of BPWSPI, enforceable against BPW it in accordance with its terms, subject except to the effects of extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or by general principles of equity. Each SPI Transaction Document has been, or, as of the Effective Time, will have been, duly and validly authorized, executed and delivered by SPI, and constitutes or will constitute as of such time a legally valid and binding obligation of SPI, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of general applicability relating to or affecting creditors’ ' rights generally and or by general equitable principles (whether considered in a proceeding in equity or at law)of equity.

Authorization; Validity and Effect of Agreement. BPW The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”)hereby. The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, the Company and the performance by BPW the Company of its obligations hereunder and thereunder and the consummation by BPW of the transactions contemplated hereby and thereby have been duly authorized by the Company Board of Directors of BPW (the “BPW Board”) and all other necessary corporate action on the part of BPWthe Company, other than the BPW Voting Proposaladoption and approval of this Agreement by the stockholders of the Company, and no other corporate proceedings on the part of BPW the Company are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or and the transactions contemplated hereby or therebyhereby. Each The Company Board has approved for the purposes of Section 251(b) of the DGCL the agreement of merger contained in this Agreement. This Agreement and the Ancillary Agreements to which BPW is a party has been duly and validly executed and delivered by BPW the Company and assuming the same are legally binding on the other parties thereto constitutes a legal, valid and binding obligation of BPWthe Company, enforceable against BPW it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The Amended and Restated Stockholders' Agreement, dated as of November 1, 1996 and as amended as of the date of this Agreement (the "1996 Stockholders Agreement"), a true and complete copy of which has been provided to Parent, among the Company, Dominick's Finer Foods, Inc. and the stockholders of the Company named therein (a) does not restrict, prevent, prohibit or otherwise impede any holder of Common Stock from (i) tendering its shares in the Offer or (ii) entering into a Stockholders Agreement or performing its obligations thereunder and (b) will terminate upon the consummation of the Offer. The amendment to the 1996 Stockholders Agreement does not require the consent of any party to such agreement other than the Stockholders. The Yucaipa Warrant, as amended as of the date of this Agreement, a true and complete copy of which has been provided to Parent, permits the transfer of the Yucaipa Warrant to Parent as described in the Stockholders Agreement. SECTION 4.3.

Authorization; Validity and Effect of Agreement. BPW Getty has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, every other document or agreement to be executed by Getty under this Agreement and (each Ancillary Agreements to which it is a party "Getty Transaction Document") and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”). The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, Getty and the performance by BPW Getty of its obligations hereunder hereunder, the execution and delivery of each of the Getty Transaction Documents by Getty and the performance of its obligations thereunder and the consummation by BPW of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of BPW (the “BPW Board”) Getty and all other necessary corporate action on the part of BPWGetty, other than the BPW Voting Proposaladoption and approval of this Agreement by the stockholders of Getty, and no other corporate proceedings on the part of BPW Getty are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the Getty Transaction Documents and the transactions contemplated hereby or and thereby. Each The Board of Directors of Getty, pursuant to the recommendation of the Special Committee, has approved for the purposes of Section 251(b) of the DGCL the agreement of merger contained in this Agreement and the Ancillary Agreements to which BPW is a party Getty Merger. This Agreement has been duly and validly executed and delivered by BPW Getty and assuming the same are legally binding on the other parties thereto constitutes a legal, valid and binding obligation of BPWGetty, enforceable against BPW it in accordance with its terms, subject except to the effects of extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or by general principles of equity. Each Getty Transaction Document has been or, as of the Effective Time, will have been, duly and validly authorized, executed and delivered by Getty, and constitutes or will constitute as of such time a legally valid and binding obligation of Getty, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of general applicability relating to or affecting creditors’ ' rights generally and or by general equitable principles (whether considered in a proceeding in equity or at law)of equity.

Authorization; Validity and Effect of Agreement. BPW Each of Parent and Purchaser has the requisite corporate power and authority to executeexecute and deliver this Agreement, deliver and perform its obligations under this the Shareholder Agreement and each Ancillary Agreements to which it is a party all agreements and to consummate the transactions documents contemplated hereby and therebythereby to be executed respectively by it. This Agreement, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and Shareholder Agreement, the Ancillary Agreements and approving Offer, the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”). The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, and the performance by BPW of its obligations hereunder and thereunder Merger and the consummation by BPW Parent and Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board respective Boards of Directors (or similar governing body) of BPW (the “BPW Board”) Parent and all Purchaser and by Parent as sole shareholder of Purchaser, and no other necessary corporate action on the part of BPW, other than the BPW Voting Proposal, Parent and no other proceedings on the part of BPW are Purchaser is necessary to authorize this Agreement, any Ancillary Agreement the Shareholder Agreement, the Offer and the Merger, or to which BPW is a party or consummate the transactions contemplated hereby or therebythereby other than the authorization and approval by the holders of two-thirds of ordinary shares of Parent of the reserved capital increase contemplated by the Subscription Agreement dated October 23, 1999 (the "Subscription Agreement") between Parent and The Beacon Group Energy Investment Fund II, L.P. ("Beacon") (such approval, the "Parent Stockholder Approval") and the approval of such reserved capital increase by the Board of Directors (or similar governing body) of the Parent (the "Parent Board") (together with the Parent Stockholder Approval, the "Parent Financing Approvals"). Each of this This Agreement and the Ancillary Agreements Shareholder Agreement constitute, and all agreements and documents contemplated hereby to which BPW is a party has been duly and validly be executed and delivered by BPW Parent or Purchaser (when executed and assuming delivered pursuant hereto) will constitute, the same are legally binding on the other parties thereto constitutes a legal, valid and binding obligation obligations of BPWParent or Purchaser, as the case may be, enforceable respectively against BPW them in accordance with its their respective terms, except that (i) the enforceability hereof may be subject to applicable bankruptcy, insolvency or other similar laws now or hereinafter in effect affecting creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the effects discretion of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a the court before which any proceeding in equity or at law)therefor may be brought.

Authorization; Validity and Effect of Agreement. BPW Power3 has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”)Merger. The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, Power3 and the performance by BPW Power3 of its obligations hereunder and thereunder and the consummation by BPW of the transactions contemplated hereby and thereby Merger have been duly authorized by the Board its boards of Directors of BPW (the “BPW Board”) directors and all other necessary corporate action on the part of BPWPower3 and, other than with the BPW Voting Proposalexception of the Power3 Shareholder Approval (as defined below), and no other corporate proceedings on the part of BPW Power3 are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the transactions contemplated hereby or thereby. Each of this Agreement and the Ancillary Agreements to which BPW is a party Merger. This Agreement has been duly and validly executed and delivered by BPW Power3 and, assuming: (i) the approval (the “Power3 Shareholder Merger Approval”) of the Merger by the holders of outstanding shares of Power3 common stock and assuming Series B Preferred Stock holding two-thirds (2/3) of the same total votes entitled to vote at a meeting of shareholders duly called and held (the “Power3 Shareholder Meeting”) and voting together as a single class to consummate the Merger and other transactions contemplated hereby, (ii) the approval (the “Power3 Shareholder Amendment Approval”; together with the Power3 Shareholder Merger Approval, the “Power3 Shareholder Approval”) of an amendment to the certificate of incorporation of Power3, by the affirmative vote by holders of outstanding shares of Power3 common stock and Series B Preferred Stock holding a majority of the total votes entitled to vote at the Power3 Shareholder Meeting and voting together as a single class, to increase the number of shares of common stock authorized for issuance by that number of shares necessary to ensure that an adequate number of shares of common stock are legally binding on available for issuance to the Target Shareholders under this Agreement, and (iii) that this Agreement has been duly authorized, executed and delivered by the other parties thereto hereto, constitutes a legal, valid and binding obligation of BPWPower3, enforceable against BPW in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. BPW (a) Pukka has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”)Share Exchange. The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, Pukka and the performance by BPW Pukka of its obligations hereunder and thereunder and the consummation by BPW of the transactions contemplated hereby and thereby Share Exchange have been duly authorized by the Board its board of Directors of BPW (the “BPW Board”) directors and its shareholders and all other necessary corporate company action on the part of BPW, other than the BPW Voting Proposal, Pukka has been taken and no other company proceedings on the part of BPW Pukka are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the transactions contemplated hereby or thereby. Each of this Agreement and the Ancillary Agreements to which BPW is a party Share Exchange. This Agreement has been duly and validly executed and delivered by BPW Pukka and, assuming that it has been duly authorized, executed and assuming the same are legally binding on delivered by the other parties thereto hereto, constitutes a legal, valid and binding obligation of BPWPukka, enforceable against BPW it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law).) and an implied covenant of good faith and fair dealing. (b) Each Principal Shareholder has the full capacity, power and authority to enter into this Agreement and the other agreements contemplated hereby to which such Principal Shareholder is a party and to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof. This Agreement and the other agreements contemplated hereby to which a Principal Shareholder is a party has been duly authorized, executed and delivered by such Principal Shareholder and are the legal, valid and binding obligations of such Principal Shareholder, enforceable against such Principal Shareholder in accordance with its terms. No notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any Persons (including Governmental Authorities) are necessary to be made or obtained by Pukka or the Principal Shareholders in connection with the execution, delivery or performance by Pukka or any of the Principal Shareholders of this Agreement. 3.3