Common use of Authorization; Validity of Agreement; Company Action Clause in Contracts

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as may be limited by (a) bankruptcy, insolvency, reorganization or other laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, Directors and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, subject, in the case of the Merger, to the approval of this Agreement by the holder(s) of a majority of all of the Shares entitled to be cast, if required by applicable law. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization insolvency or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Company Board Rights Agreement has duly and validly approved been amended so that, until the transactions contemplated hereby for the purposes valid termination of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that Agreement in accordance with Article VIII hereto: (i) the Purchaser and each Purchaser Subsidiary are each exempt from the definition of “Acquiring Person” contained in the Company Rights Agreement, and no “Shares Acquisition Date” or “Distribution Date” or “Triggering Event” (as such terms are defined in the Company Rights Agreement) will not be exercisable, trade separately, or be otherwise affected by occur as a result of the Offer, the Merger execution of this Agreement or the other transactions contemplated hereby, (ii) none consummation of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyTransactions and (ii) the Company Rights Agreement will terminate and the Company Rights will expire immediately prior to the Effective Time. The Company Rights Agreement, as so amended, has not been further amended or modified. The Company has previously provided a true, complete and correct copy of the Company Rights Agreement and all amendments thereto through the date hereof to the Purchaser.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject, in the case of the Merger, to obtaining the necessary approval of its stockholders, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company Board and, except for those actions obtaining the approval of the Merger from its stockholders as contemplated by in Section 1.8 hereof1.8, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereofCompany, and assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Company Board has duly approved and validly taken all corporate action required to be taken by the Company Board for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Company Board has also approved the transactions contemplated hereby by this Agreement, including the Transactions, for the purposes of Section 203 of the DGCL. Accordingly, rendering the provisions of Section 203 of the DGCL will not apply inapplicable to the such transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyTender Agreements.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement and, subject to obtaining any necessary approval of this Agreement and the Merger by the stockholders of the Company, to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement and the Option Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company its Board of Directors and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 1.10 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the Option Agreement, and the consummation by it of the transactions contemplated herebyTransactions. This Each of this Agreement and the Option Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization insolvency or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. (b) general principles The provisions of equity (regardless Section 203 of whether enforceability is considered the DGCL, are not applicable to this Agreement, the Option Agreement, the Stockholder Agreement or the other Transactions, including the Merger and the purchase of Shares in a proceeding at law the Offer or in equity)pursuant to the exercise of the option granted under the Option Agreement. The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are Shares is the only votes vote of the holders of any class or series of the Company's capital stock which may be necessary to approve this Agreement and the transactions contemplated herebyother Transactions, including the Merger. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Board of Directors and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, subject, in the case of the Merger, to receipt of the Company Stockholder Approval described in Section 4.3(b), and the filing of the Certificate of Merger as required under the DGCL. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization insolvency or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles The only consent or vote of equity (regardless holders of whether enforceability any class or series of capital stock of the Company necessary under the DGCL to adopt this Agreement is considered in a proceeding at law or in equity). The the affirmative vote at a stockholders meeting of the holders of a majority of the outstanding Shares, voting together as a single class, are Shares entitled to vote thereon (the only votes “Company Stockholder Approval”). The written consent or affirmative vote of the holders of Shares, or any class or series of the Company's capital stock them, is not necessary to approve this Agreement and consummate any Transaction other than the transactions contemplated herebyMerger. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to obtaining stockholder approval as described in this Section 3.3. The Special Committee, at a meeting held on June 25, 1998, unanimously resolved to recommend that the Board of Directors of the Company approve this Agreement and the Merger, and the Board of Directors of the Company, at a meeting duly called and held on June 25, 1998 at which all of the members of the Board of Directors were present, duly and unanimously adopted a resolution approving this Agreement and its execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by recommended that the shareholders of the Company adopt this Agreement and the Merger, and determined that this Agreement and the Merger, are fair to the shareholders of the Company other than Parent and its Subsidiaries; provided, however, any such recommendation of the Special Committee or the Board andof Directors may be withdrawn, except for obtaining modified or amended to the approval of its stockholders as contemplated extent permitted by Section 1.8 hereof, no 5.5 of this Agreement. No other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyhereby (except for the stockholder approval described in this Section 3.3). This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the PurchaserSub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as may be limited by (a) terms, subject to applicable bankruptcy, insolvency, reorganization or other insolvency and similar laws now or hereafter in effect relating to affecting creditors' rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, Shares are the only votes of the holders of any class or series of the Company's capital stock necessary under the DGCL and the Company's Certificate of Incorporation to approve adopt this Agreement and approve the transactions contemplated hereby. Section 203 of the DGCL is not applicable to the Merger. The provisions of Article X of the Company's Certificate of Incorporation will not apply to this Agreement, the Merger or any of the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company Each of the Purchaser and the Parent has full all necessary corporate power and authority to execute and deliver this Agreement and the agreements and other documents to be entered into by it hereunder, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereunder and thereunder. The execution, delivery and performance by each of the Company Purchaser and the Parent of this Agreement, and the agreements and other documents to be entered into by it hereunder and the consummation by it the Purchaser and the Parent of the transactions contemplated herebyhereunder and thereunder, have been duly and validly authorized by the Company Board and, except for obtaining board of directors of each of the approval of its stockholders as contemplated by Section 1.8 hereof, Purchaser and the Parent and no other corporate action proceeding on the part of the Company Purchaser or the Parent is necessary to authorize the execution execution, delivery and delivery performance by the Company Purchaser and the Parent of this Agreement and the agreements and other documents to be entered into by each hereunder or the consummation by it of the transactions contemplated herebyArrangement. This Agreement has been duly and validly executed and delivered by the Company Purchaser and the Parent and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserCompany, is a valid and binding obligation of each of the Company Purchaser and the Parent enforceable against the Company each of them in accordance with its terms terms, except as the enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization or insolvency and other laws now or hereafter in effect relating to applicable Laws affecting the enforcement of creditors' ’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered subject to the qualification that equitable remedies may be granted only in a proceeding at law or in equity). The affirmative vote of the holders discretion of a majority court of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebycompetent jurisdiction. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws now or hereafter in effect relating to similar Laws affecting creditors' ’ rights generally and general principles of equitable relief. (b) general principles Assuming the accuracy of equity (regardless of whether enforceability is considered the representation and warranty in a proceeding at law or in equity). The Section 4.4, the affirmative vote of the holders of a majority two-thirds of the outstanding Shares, voting together as a single class, are Shares to adopt this Agreement (the “Shareholder Approval”) is the only votes vote or consent of the holders of any class or series of the Company's ’s capital stock stock, or any of them, that is necessary to approve this Agreement and in connection with the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyMerger. (c) The At a meeting duly called and held, the Company Board has taken all necessary action so that unanimously (i) determined that this Agreement and the Rights will not be exercisable, trade separately, or be otherwise affected by Transactions are fair to and in the Offer, best interests of the Merger or the other transactions contemplated herebyCompany’s shareholders and declared this Agreement advisable, (ii) none of Parent approved and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof adopted this Agreement and the Transactions, (iii) directed that the adoption of this Agreement be submitted to a "Distribution Date" shall not occur by virtue vote at a meeting of the OfferCompany’s shareholders and (iv) resolved (subject to Section 5.2(d) and Section 5.2(e)) to recommend to the Company’s shareholders that they adopt this Agreement (such recommendation, the Merger or the other transactions contemplated hereby. The “Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyRecommendation”).

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by the Company prior to or at the Effective Time, and, subject to obtaining Company Stockholder approval thereof to the extent required by the DGCL and the Company’s Amended and Restated Certificate of Incorporation, as amended, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, Agreement and each instrument required hereby to be executed and delivered by the Company prior to or at the Effective Time and the performance of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby, Transactions have been duly authorized by the Company its Board of Directors, and, except for obtaining the approval of its stockholders as contemplated by the Company Stockholders described in Section 1.8 hereof4.23, no other corporate action on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions. This Agreement has and each instrument required hereby to be executed and delivered by the Company prior to the Effective Time have been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof thereof by Parent and the PurchaserMerger Subsidiary and any other parties thereto, each of them is a valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms terms, except as may be limited by to the extent that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization insolvency or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and generally, or (b) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Board of Directors of the Company Board and(the “Company Board”), except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the Merger requires such approvals as are set forth in the DGCL for mergers to be consummated pursuant to Section 251(h). This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by the Parent and the PurchaserEntities, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of court before which any proceeding therefor may be brought (the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby“General Enforceability Exceptions”). (b) The At a meeting duly called and held, the Company Board has duly (i) determined that the Transactions are fair to and validly approved in the transactions contemplated hereby for the purposes of Section 203 best interests of the DGCL. AccordinglyCompany’s stockholders, (ii) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the Transactions and (iii) resolved (subject to Section 5.2) to recommend acceptance of the Offer by the stockholders of the Company (such recommendation, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby“Company Recommendation”). (c) The Consent Agreement is in full force and effect, and is the valid, binding and enforceable obligation of the Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed Subsidiaries, and to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue the Knowledge of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and of the other transactions contemplated herebyparties thereto, subject to the General Enforceability Exceptions. A complete and executed copy of the Consent Agreement has been delivered to Parent.

Authorization; Validity of Agreement; Company Action. (a) The Company Each of the Purchaser and Acquireco has full all necessary corporate power and authority to execute and deliver this Agreement and the agreements and other documents to be entered into by it hereunder, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereunder and thereunder. The execution, delivery and performance by the Company Purchaser and Acquireco of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by it the Purchaser and Acquireco of the transactions contemplated herebyhereunder and thereunder, have been duly and validly authorized by the Company Board and, except for obtaining board of directors of each of the approval of its stockholders as contemplated by Section 1.8 hereof, Purchaser and Acquireco and no other corporate action proceeding on the part of the Company Purchaser or Acquireco is necessary to authorize the execution execution, delivery and delivery performance by the Company Purchaser and Acquireco of this Agreement and the consummation agreements and other documents to be entered into by it hereunder or the consummation of the transactions contemplated herebyArrangement. This Agreement has been duly and validly executed and delivered by the Company Purchaser and Acquireco and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserCompany, is a valid and binding obligation of each of the Company Purchaser and Acquireco enforceable against the Company each of them in accordance with its terms terms, except as the enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization or insolvency and other laws now or hereafter in effect relating to applicable Laws affecting the enforcement of creditors' ’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered subject to the qualification that equitable remedies may be granted only in a proceeding at law or in equity). The affirmative vote of the holders discretion of a majority court of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebycompetent jurisdiction. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement each Basic Document and the Warrants, to issue the Preferred Shares and the Warrants and to consummate the transactions contemplated herebyhereby and thereby. The Certificate of Designation has been duly approved by the Company and filed with the Secretary of State of the State of Delaware. The execution, delivery and performance by the Company of this Agreement, each Basic Document and the Warrants and the consummation by it of the transactions contemplated hereby, hereby and thereby have been duly authorized by the Board of Directors of the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate or shareholder action on the part of the Company is necessary to authorize the execution and execution, delivery or performance by the Company of this Agreement and any Basic Document or Warrant, the issuance of any Preferred Shares or Warrants or the consummation by it of the transactions contemplated herebyhereby and thereby. This Agreement, the Warrants and the Registration Rights Agreement has have been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and (assuming due and valid authorization, execution and delivery hereof by Parent the other parties hereto and thereto) this Agreement and the Purchaser, is a other Basic Documents are valid and binding obligation obligations of the Company enforceable against the Company in accordance with its terms their terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none the remedy of Parent specific performance and its affiliates will injunctive and other forms of equitable relief may be deemed subject to be an "Acquiring Person" for purposes thereof equitable defenses and (iii) a "Distribution Date" shall not occur by virtue to the discretion of the Offer, the Merger or the other transactions contemplated hereby. The Company will take court before which any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyproceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, Directors and no other corporate action on the part of the Company Company, pursuant to the MGCL, the DLLCA or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement Agreement, and the consummation by it of the transactions contemplated herebyTransactions, subject, in the case of the Company Merger, to the approval of the Company Merger and the other Transactions by the Company Stockholder Approval and the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT and the due filing of the Certificate of Merger with the DSOS. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent the Company Operating Partnership, Parent, Merger Sub and the PurchaserPartnership Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that the enforcement hereof may be limited by (ai) bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar Laws, now or hereafter in effect effect, relating to creditors' ’ rights generally and (bii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equityLaw). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board Operating Partnership has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company Operating Partnership of this Agreement, and the consummation by it of the Transactions, have been duly and validly approved authorized by the transactions contemplated hereby for the purposes of Section 203 general partner of the DGCL. Accordingly, Company Operating Partnership and no other action on the provisions of Section 203 part of the DGCL will not apply Company Operating Partnership, pursuant to the transactions contemplated DRULPA or otherwise, is necessary to authorize the execution and delivery by the Company Operating Partnership of this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply , and the consummation by it of the Transactions, subject, in the case of the Partnership Merger, to the Offerdue filing of the Certificate of Partnership Merger with the DSOS. This Agreement has been duly executed and delivered by the Company Operating Partnership and, assuming due and valid authorization, execution and delivery hereof by Company, Parent, Merger Sub and Partnership Merger Sub, is a valid and binding obligation of the Merger or Company Operating Partnership enforceable against the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so Operating Partnership in accordance with its terms, except that the enforcement hereof may be limited by (i) the Rights will not be exercisablebankruptcy, trade separatelyinsolvency, reorganization, moratorium or be otherwise affected by the Offerother similar Laws, the Merger now or the other transactions contemplated herebyhereafter in effect, relating to creditors’ rights generally and (ii) none general principles of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and equity (iii) regardless of whether enforceability is considered in a "Distribution Date" shall not occur by virtue of the Offer, the Merger proceeding in equity or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyat Law).

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to obtaining the approval of holders of a majority of the Shares prior to the consummation of the Merger in accordance with section 251 of the DGCL, if so required. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company its Board of Directors and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 1.9 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaserother parties hereto, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Board of Directors of the Company has approved and taken all corporate action required to be taken by the Board has duly and validly approved the transactions contemplated hereby of Directors for the purposes consummation of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 1.7 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 1.7 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as may be limited by (a) bankruptcy, insolvency, reorganization or other laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority 66 2/3% of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 912 of the DGCLNYBCL. Accordingly, the provisions of Section 203 912 of the DGCL NYBCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the approval of its stockholders, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it the Company of the transactions contemplated herebyhereby (other than the consummation of the Financing or as contemplated in Section 6.13), have been duly authorized by the Company Board its board of directors and, except for for, with respect to the Merger, obtaining the approval of its stockholders as contemplated by Section 1.8 hereofstockholders, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyhereby (other than the consummation of the Financing or as contemplated in Section 6.13). This Agreement has been duly executed and delivered by the Company and, subject to approval by the approval of its Company’s stockholders as contemplated by Section 1.8 hereof, (and assuming due and valid authorization, execution and delivery hereof by Investor, Parent and the PurchaserSub), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights and remedies generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to obtaining the approval of holders of a majority of the Shares prior to the consummation of the Merger in accordance with section 251 of the DGCL, if so required. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company its Board of Directors and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaserother parties thereto, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Board of Directors of the Company has approved and taken all corporate action required to be taken by the Board has duly and validly approved the transactions contemplated hereby of Directors for the purposes consummation of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining, at the Company Stockholder Meeting, the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Company Stockholder Meeting in favor of the adoption of the "agreement of merger" (as such term is used in Section 251 of the DGCL) contained in this Agreement and (the "Company Stockholder Approval"), to consummate the transactions contemplated herebyby this Agreement, including the Merger. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyby this Agreement, including the Merger, have been duly and validly authorized by the Company Board andof Directors, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action proceeding on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and, except for the Company Stockholder Approval and the filing of a Certificate of Merger with the Secretary of State of the State of Delaware, the consummation by it of the transactions contemplated herebyby this Agreement, including the Merger. This Agreement has been duly and validly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as may be limited by (a) terms, subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws now or hereafter in effect similar Laws relating to creditors' rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining the adoption of this Agreement and the approval of the Mergers by the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Company Special Meeting (the “Company Stockholder Approval”), to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it the Company of the transactions contemplated herebyMerger, have been duly and validly authorized by the Company Board (on the recommendation of the Special Committee) and, except for obtaining subject to the approval receipt of its stockholders the Company Stockholder Approval and the filing of the Certificate of First Merger with the Secretary of State of the State of Delaware as contemplated required by Section 1.8 hereofthe DGCL, no other corporate action on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by it of the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent Parent, Merger Sub and the PurchaserInvestment Adviser, is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that such enforcement may be limited by subject to (ai) applicable bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights and remedies generally and (bii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated herebyTransactions. The executionexecution and delivery by the Company of this Agreement, the performance and compliance by the Company with each of its obligations hereunder and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board and no other corporate action on the part of the Company, pursuant to the MGCL, the MLLCA or otherwise, is necessary to authorize the execution and delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly authorized by subject, in the Company Board andcase of the Merger, except for obtaining to the approval of its stockholders as contemplated by Section 1.8 hereof, no other corporate action on the part receipt of the Company is necessary to authorize the execution and delivery by the Company of this Agreement Stockholder Approval and the consummation by it filing of the transactions contemplated herebyArticles of Merger with, and acceptance for record by, the SDAT. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the PurchaserMerger Sub, is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar Laws, now or hereafter in effect effect, relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equityLaw). The affirmative vote Neither the Company nor any of its "affiliates" (as defined in Section 3-601 of the holders of a majority MGCL) is, or at any time during the last five (5) years has been, an "interested stockholder" (as defined in Section 3-601 of the outstanding Shares, voting together as a single class, are the only votes MGCL) of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyParent. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated herebyOffer, the Merger and the other Transactions have been duly authorized by the Company Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions assuming that the Merger is consummated in accordance with Section 251(h) of the DGCL, other than the filing of the Certificate of Merger or other appropriate documents with the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as may be limited by that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights and remedies generally and (b) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity)therefor may be brought. The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes shares of the holders Company Common Stock is required to adopt and approve an agreement of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of merger in accordance with the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the necessary approval of its shareholders, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company its Board of Directors and, except for those actions contemplated by Section 1.2(a) hereof and obtaining the approval of its stockholders shareholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to approval and adoption of this Agreement by the approval of its stockholders as contemplated by Section 1.8 hereof, Company's shareholders (and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, other parties thereto) is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Board of Directors of the Company has approved and taken all corporate action required to be taken by the Board has duly and validly approved the transactions contemplated hereby of Directors for the purposes consummation of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to The Board of Directors of the Offer, Company also has approved the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) by this Agreement for the Rights will not be exercisable, trade separately, or be otherwise affected by purposes of rendering the Offer, the Merger or the other transactions contemplated hereby, (ii) none provisions of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue Section 912 of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent NYBCL inapplicable to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebysuch transactions.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the necessary approval of its shareholders, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company its Board of Directors and, except for those actions contemplated by Section 1.2(a) hereof and obtaining the approval of its stockholders shareholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to approval and adoption of this Agreement by the approval of its stockholders as contemplated by Section 1.8 hereof, Company's shareholders (and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, other parties there to) is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Board of Directors of the Company has approved and taken all corporate action required to be taken by the Board has duly and validly approved the transactions contemplated hereby of Directors for the purposes consummation of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to The Board of Directors of the Offer, Company also has approved the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) by this Agreement for the Rights will not be exercisable, trade separately, or be otherwise affected by purposes of rendering the Offer, the Merger or the other transactions contemplated hereby, (ii) none provisions of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue Section 912 of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent NYBCL inapplicable to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebysuch transactions.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining, at the Company Stockholder Meeting, the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Company Stockholder Meeting in favor of the adoption of the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and (the “Company Stockholder Approval”), to consummate the transactions contemplated herebyby this Agreement, including the Merger. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyby this Agreement, including the Merger, have been duly and validly authorized by the Company Board andof Directors, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action proceeding on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and, except for the Company Stockholder Approval and the filing of a Certificate of Merger with the Secretary of State of the State of Delaware, the consummation by it of the transactions contemplated herebyby this Agreement, including the Merger. This Agreement has been duly and validly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and the PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as may be limited by (a) terms, subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other laws now or hereafter in effect similar Laws relating to creditors' ’ rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions subject, in the case of the Merger, to the receipt of the Shareholder Approval. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Board andBoard, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement Agreement, the performance of its obligations hereunder and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, subject to assuming the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof of this Agreement by each of the Parent and the PurchaserParties, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws similar Laws, now or hereafter in effect relating effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to creditors' rights generally equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (the “General Enforceability Exceptions”). (b) general principles Assuming the accuracy of equity (regardless the representations and warranties in Section 4.4, the adoption of whether enforceability is considered in a proceeding at law or in equity). The this Agreement by the affirmative vote of the holders of a majority at least two-thirds of the issued and outstanding Shares, voting together as a single class, are Shares (the “Shareholder Approval”) is the only votes vote or consent of the holders of any class or series of the Company's ’s capital stock stock, or any of them, that is necessary to approve this Agreement and in connection with the transactions contemplated hereby. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated herebyMerger. (c) The As of the Agreement Date, the Company Board has taken all necessary action so that at a meeting duly called and held (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, determined that the Merger or is fair to and in the other transactions contemplated herebybest interests of the Company and its shareholders, (ii) none authorized, approved and declared advisable the execution, delivery and performance of Parent this Agreement and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof the consummation of the Transactions, including the Merger, and (iii) a "Distribution Date" shall not occur by virtue resolved (subject to Section 5.2) to recommend to the Company’s shareholders that they adopt this Agreement (such recommendation, the “Company Recommendation”) and directed that such matter be submitted for consideration of the Offer, Company’s shareholders at the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyShareholders Meeting.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Company Stockholder Approval, if required, to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated herebyOffer, the issuance of the Top-Up Option Shares (assuming the Top-Up Option is exercised pursuant to Section 1.4), the Merger and the other Transactions have been duly authorized by the Company Board and, except, in the case of the Merger, for the Company Stockholder Approval, if required, and for filing of the Certificate of Merger or other appropriate documents with the Secretary of State of the State of New Jersey, and except for obtaining the approval of its stockholders as contemplated by set forth in Section 1.8 hereof6.16, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as may be limited by that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, moratorium or other laws similar Laws, now or hereafter in effect relating to effect, affecting creditors' ’ rights and remedies generally and (b) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and the Voting Agreements, and, subject to obtaining the Company Stockholder Approval, to consummate the transactions contemplated herebyContemplated Transactions. The (i) execution, delivery and performance by the Company of this Agreement, Agreement and the Voting Agreements, (ii) consummation by it the Company of the transactions contemplated herebyContemplated Transactions, (iii) Company Recommendation and (iv) direction that this Agreement and the Contemplated Transactions be submitted to the Company’s stockholders for the Company Stockholder Approval, have been duly authorized by the Independent Committee and the Board. Except as set forth on Section 4.3 of the Company Board andDisclosure Schedule, and except for obtaining the approval Company Stockholder Approval and the filing and recordation of its stockholders appropriate merger documents as contemplated required by Section 1.8 hereofthe DGCL, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyContemplated Transactions. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and Company Stockholder Approval (assuming due and valid authorization, execution and delivery hereof by Parent and the PurchaserSub), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as enforceability may be limited by (a) bankruptcy, insolvency, reorganization or other laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)the Enforceability Exceptions. The affirmative vote Each of the holders of a majority of the outstanding SharesVoting Agreements, voting together as a single class, are the only votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has when duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated executed by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent will be a valid and their respective affiliates will not have any obligations binding obligation of the Company enforceable against the Company in connection accordance with its terms, except as enforceability may be limited by the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyEnforceability Exceptions.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated herebyTransactions. The executionexecution and delivery by the Company of this Agreement, the performance and compliance by the Company with each of its obligations hereunder and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board and no other corporate action on the part of the Company, pursuant to the MGCL, the MLLCA or otherwise, is necessary to authorize the execution and delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly authorized by subject, in the Company Board andcase of the Merger, except for obtaining to the approval of its stockholders as contemplated by Section 1.8 hereof, no other corporate action on the part receipt of the Company is necessary to authorize the execution and delivery by the Company of this Agreement Stockholder Approval and the consummation by it filing of the transactions contemplated herebyArticles of Merger with, and acceptance for record by, the SDAT. This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the PurchaserMerger Sub, is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization reorganization, moratorium or other laws similar Laws, now or hereafter in effect effect, relating to creditors' ’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equityLaw). The affirmative vote Neither the Company nor any of its “affiliates” (as defined in Section 3-601 of the holders of a majority MGCL) is, or at any time during the last five(5) years has been, an “interested stockholder” (as defined in Section 3-601 of the outstanding Shares, voting together as a single class, are the only votes MGCL) of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyParent. (b) The Company Board has duly and validly approved the transactions contemplated hereby for the purposes of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the necessary approv al of its shareholders, to consummate the transactions contemplated hereby. The execution, delivery and performance perfor mance by the Company of this Agreement, and the consummation consumma tion by it of the xx xxe transactions contemplated hereby, have been duly authorized by the Company its Board of Directors and, except for obtaining the approval of its stockholders shareholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize autho rize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed exe cuted and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization insolvency or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equita ble defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Board of Directors of the Company Board has duly and validly approved and taken all corporate action required to be taken by the transactions contemplated hereby Board of Directors for the purposes consummation of Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to , including the Offer, the Merger or acquisition of Shares pursuant to the other transactions contemplated hereby. (c) The Company Board has taken Offer and the Merger, including, but not limited to, all necessary action so that (i) actions required to render the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none provisions of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue Part Thirteen of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent TBCA restricting business combi nations with certain persons inapplicable to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the other transactions contemplated herebysuch transactions.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to obtaining any necessary approval of its stockholders for the Merger, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company its Board and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, Directors and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyhereby (other than, with respect to the Merger, obtaining any approval of its stockholders as contemplated by SECTION 1.6 hereof). This Agreement has been duly executed and delivered by the Company and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof thereof by Parent and the Purchaser, is constitutes a valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms terms, except as that (i) such enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization insolvency or other laws similar laws, now or hereafter in effect relating to effect, affecting creditors' rights generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding at law or in equity). The affirmative vote equitable relief may be subject to equitable defenses and to the discretion of the holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of court before which any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyproceeding therefor may be brought. (b) The Company Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) determined that each of the Agreement and the Merger are fair to and in the best interests of the stockholders of the Company; (ii) duly and validly approved and taken all corporate action required to be taken by the transactions contemplated hereby Board of Directors for the purposes of Section 203 consummation of the DGCL. Accordingly, the provisions of Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof Transactions; and (iii) a "Distribution Date" shall not occur by virtue resolved to recommend that the stockholders of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure approve and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights adopt this Agreement in connection with the Offer, the Merger and the other transactions contemplated herebyMerger, and none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified.