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

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this Agreement, and has the requisite corporate power and authority to perform the Transactions. The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, and the consummation by the Company of the Transactions, have been duly and validly authorized by the Company Board of 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 the Company of the Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCL. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by Parent and Merger Sub, is the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this AgreementAgreement and, and has subject to obtaining the requisite corporate power and authority Company Stockholder Approval, if required, to perform consummate the Transactions. The execution execution, delivery and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, Agreement and the consummation by the Company of the TransactionsOffer, 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 and validly authorized by the Company Board and, except, in the case of Directorsthe Merger, for the Company Stockholder Approval, if required, and for the filing of the Certificate of Merger or other appropriate documents with the Secretary of State of the State of Delaware, 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 the Company it of the Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCL. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by the Parent and Merger Subthe Purchaser, is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, fraudulent conveyance, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, and remedies generally and (iib) 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite full corporate power and authority to execute and deliver this Agreementeach Basic Document and the Warrants, to issue the Preferred Shares and has the requisite corporate power Warrants and authority to perform consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery Certificate of Designation has been duly approved by the Company ofand filed with the Secretary of State of the State of Delaware. The execution, delivery and the performance by the Company of its obligations under, this Agreement, each Basic Document and the Warrants and the consummation by the Company it of the Transactions, transactions contemplated hereby and thereby have been duly and validly authorized by the Company Board of Directors, Directors of the Company 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 the Company it of the Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock transactions contemplated hereby and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCLthereby. This Agreement, the Warrants and the Registration Rights Agreement has have been duly executed and delivered by the Company and, and (assuming the due and valid authorization, execution and delivery hereof by Parent the other parties hereto and Merger Sub, is thereto) this Agreement and the other Basic Documents are valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in 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.

Authorization; Validity of Agreement; Company Action. (a) The Company has the requisite full corporate power and authority to execute and deliver this AgreementAgreement and, and has subject to obtaining Stockholder Approval (as defined below) in the requisite corporate power and authority case of consummation of the Merger, to perform consummate the transactions contemplated hereby (the “Transactions”). The execution execution, delivery and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, and the consummation by the Company it of the Transactions, have been duly and validly authorized by the Company Board of DirectorsBoard, 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 the Company it of the Transactions, other than except that the adoption of this Agreement by (i) the holders of not less than 66-2/3% consummation of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as Merger requires the approval of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stockcommon stock, as par value $0.01 per share, of the Record Date, voting as a separate class, Company (such approval being the “Stockholder Approval” and (iii) holders of a majority of such common stock being the outstanding shares of Series C Preferred “Company Common Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCL”). This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof of this Agreement by Parent and Merger Subthe other parties hereto, is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, moratorium or other similar lawsLaws, now or hereafter in 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 proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The (a) Company has the requisite full corporate power and authority to execute and deliver this Agreement, the agreements contemplated by the Company Reorganization, and has the requisite corporate power and authority any other documents to which it is specified to be a party, to perform its obligations hereunder and thereunder and to consummate the Merger, the Company Reorganization and the other Transactions. The execution execution, delivery and delivery performance by Company of this Agreement, the agreements contemplated by the Company of, and the performance by the Company of its obligations under, this Agreement, Reorganization and the consummation by it of the Merger, the Company of Reorganization and the other Transactions, have been duly and validly authorized by the Company Board of Directors, Directors and no other corporate action on the part of Company pursuant to the Company Governing Documents, the MGCL, the DLLCA or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement Agreement, the Company Reorganization and the consummation by it of the Merger, the Company Reorganization and the other Transactions, subject, in the case of the TransactionsMerger, other than to the adoption of this Agreement by (i) the holders of not less than 66-2/3% filing of the outstanding shares Articles of Company Common StockMerger with, Series B Preferred Stock and Series C Preferred Stock, as acceptance for record of the Record DateArticles of Merger by, voting together as a single class, (ii) holders of a majority the SDAT and the filing of the outstanding shares Certificate of Series B Preferred StockMerger with, as and acceptance for record of the Record Date, voting as a separate class, and (iii) holders Certificate of a majority of Merger by the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCLDelaware Secretary. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by Parent, Parent Operating Partnership and Merger Sub, is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting relating to creditors' ’ rights generally, generally and (ii) the remedy general principles of specific performance and injunctive and other forms equity (regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforceability is considered in a proceeding therefor may be broughtin equity or at Law).

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this AgreementAgreement and, and has subject to obtaining the requisite corporate power and authority approval of its stockholders, to perform consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, and the consummation by the Company of the Transactionstransactions contemplated hereby, have been duly and validly authorized by its board of directors and, except for, with respect to the Company Board Merger, obtaining the approval and adoption of Directorsthis Agreement by the holders of a majority of the outstanding shares of Common Stock and Convertible Preferred Stock, voting together as a single class, and the filing and recordation of appropriate merger documents as required by the 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 the Company it of the Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCLtransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to approval by the Company’s stockholders (and assuming the due and valid authorization, execution and delivery hereof by Parent and Merger Sub), is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, and remedies 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this AgreementAgreement and, and has subject to obtaining the requisite corporate power and authority approval of its stockholders, to perform consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, and the consummation by the Company of the Transactionstransactions contemplated hereby (other than the consummation of the Financing or as contemplated in Section 6.13), have been duly and validly authorized by its board of directors and, except for, with respect to the Company Board Merger, obtaining the approval of Directorsits stockholders, 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 the Company it of the Transactions, transactions contemplated hereby (other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% consummation of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, Financing or as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, contemplated in each case in accordance with the Company Organizational Documents and Section 903 of the BCL6.13). This Agreement has been duly executed and delivered by the Company and, subject to approval by the Company’s stockholders (and assuming the due and valid authorization, execution and delivery hereof by Investor, Parent and Merger Sub), is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, and remedies 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this AgreementAgreement and, and has subject to obtaining the requisite corporate power and authority Company Stockholder Approval, if required, to perform consummate the Transactions. The execution execution, delivery and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, Agreement and the consummation by the Company of the TransactionsOffer, 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 and validly authorized by the Company Board and, except, in the case of Directorsthe 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 as set forth in Section 6.16, 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 the Company it of the Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCL. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by the Parent and Merger Subthe Purchaser, is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, fraudulent conveyance, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, and remedies generally and (iib) 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement, and has the requisite corporate power and authority to perform its obligations hereunder and, subject to the Transactionsreceipt of the Company Stockholder Approval and the filing of the certificate of merger with the Delaware Secretary of State in accordance with Delaware Law, to consummate the Merger. The execution execution, delivery and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, and the consummation of the Merger by the Company of the TransactionsCompany, have been duly and validly authorized by the Company Board of Directors, and no other corporate action on the part of the Company Company, pursuant to Delaware Law or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement Agreement, and the consummation of the Merger by the Company subject, in the case of the Transactionsconsummation of the Merger, other than to the adoption receipt of the Company Stockholder Approval and the filing of the certificate of merger with the Delaware Secretary of State in accordance with Delaware Law. The affirmative vote to adopt this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as Company Stock is the only vote of the Record Date, voting as a separate class, and (iii) holders of a majority any of the outstanding shares of Series C Preferred Stock, as Company’s capital stock necessary in connection with the consummation of the Record Date, voting as a separate class, in each case in accordance with Merger (the “Company Organizational Documents and Section 903 of the BCLStockholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by Parent and Merger SubSubsidiary, is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (iib) 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement, and has the requisite corporate power and authority to perform its obligations hereunder and, with respect to the Transactions. The Merger, assuming the due authorization, execution and delivery of the Stockholders Transaction Consents, to consummate the transactions provided for or contemplated by this Agreement, including, but not limited to, the Company of, Offers and the Merger (collectively, together with the Stockholder Agreement, the “Transactions”). The execution, delivery and performance by the Company of its obligations under, this Agreement, and the consummation by the Company it of the Transactions, have been duly and validly authorized by the Company Board of DirectorsDirectors and, and no other corporate action on the part of the Company is necessary (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by the Required Company Holders) to authorize the execution and delivery by the Company of this Agreement and the consummation by the Company it of the Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCL. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by Parent and Merger SubPurchaser, is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in 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 proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has the requisite full corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement, Agreement and has the requisite corporate power and authority other agreements to perform the Transactions. The execution and delivery be executed by the Company ofas contemplated hereunder (collectively, the "Closing Documents") and, subject, in the case of the Merger, to obtaining the vote of a majority of the outstanding shares of Company Common Stock in favor of the adoption of this Agreement (the "Required Company Vote"). The execution, delivery and the performance by the Company of its obligations under, this AgreementAgreement and the other Closing Documents, and the consummation by the Company it of the Transactions, have been duly and validly authorized by the Company Board and, except for obtaining the approval of Directorsits stockholders as contemplated by Section 1.6 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 other Closing Documents and the consummation by the Company it of the Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCL. This Agreement has been duly executed and delivered by the Company and, and assuming the due and valid authorization, execution and delivery hereof by Parent and Merger Subthe other parties thereto, is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this AgreementAgreement and, and has subject to the requisite corporate power and authority approval of the Merger by holders of a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”), to perform its obligations hereunder and consummate the Xxxxxx and the other Transactions. The execution execution, delivery and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, and the consummation by the Company of the TransactionsMerger, have been duly and validly authorized by its board of directors and, subject to receipt of the Company Board Stockholder Approval and the filing of Directorsthe Articles of Merger with the Department as required by the MGCL, 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 the Company it of the Merger and the other Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCL. This Agreement has been duly executed and delivered by the Company and, subject to receipt of the Company Stockholder Approval (and assuming the due and valid authorization, execution and delivery hereof by Parent and Merger Subthe other parties hereto), is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, and remedies generally and (ii) general principles of equity (together with (i), 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“Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. (a) The Company has the requisite all necessary corporate power and authority to execute and deliver this AgreementAgreement and, and has subject to obtaining any necessary approval of its stockholders for the requisite corporate power and authority Merger, to perform consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, other agreements contemplated hereby (the "Ancillary Agreements"), and the consummation by the Company it of the Transactionstransactions contemplated hereby and thereby, have been duly and validly authorized by the Company its Board of Directors, 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 Ancillary Agreements and the consummation by the Company it of the Transactionstransactions contemplated hereby and thereby (other than, other than with respect to the adoption Merger, obtaining any approval of this Agreement by (i) its stockholders as contemplated herein and the holders of not less than 66-2/3% filing of the outstanding shares Certificate of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, Merger as of required by the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCLDGCL). This Agreement and the Ancillary Agreements each has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof thereof by Parent and Merger Subthe Purchaser, is the as applicable, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite full corporate power and authority to execute and deliver this Agreement and the Stock Option Agreement, and has the requisite full corporate power and authority to perform the Transactions. The execution and delivery transactions provided for or contemplated by this Agreement, the Company of, Stock Option Agreement and the Shareholder Agreements, including, but not limited to, the Offer and the Merger (collectively, the "Transactions"). ------------ The execution, delivery and performance by the Company of its obligations under, this Agreement and the Stock Option Agreement, and the consummation by the Company it of the Transactions, have been duly and validly authorized by the Company Board of DirectorsDirectors and, and no other corporate action on the part of the Company is necessary (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the Shares) to authorize the execution and delivery by the Company of this Agreement and the Stock Option Agreement, and the consummation by the Company it of the Transactions, other than the adoption . Each of this Agreement by (i) and the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCL. This Option Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by Parent and Merger Subthe Purchaser, is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in 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.

Authorization; Validity of Agreement; Company Action. The ---------------------------------------------------- Company has the requisite corporate power and authority to execute and deliver this Agreement, and has the requisite corporate power and authority to perform the Transactions. The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, and the consummation by the Company of the Transactions, have been duly and validly authorized by the Company Board of 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 the Company of the Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCL. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by Parent and Merger Sub, is the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite full corporate power and authority to execute and deliver this Agreement, and has the requisite corporate power and authority to perform its obligations under this Agreement and to consummate the Transactions. The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, Agreement and the consummation by the Company it of the Transactions, have been duly and validly authorized by Company's board of directors and, except for obtaining the Company Board approval of Directorsits shareholders as contemplated by Section 4.6, and no other corporate action on the part of the Company or its shareholders is necessary to authorize the execution and delivery by the Company of this Agreement and or the consummation by the Company it of the Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCL. This Agreement has and all other agreements to be entered into in connection herewith have been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof thereof by each of Parent and Merger Sub, this Agreement is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that (i) such enforcement enforceability may be subject to limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, or other similar laws, now or hereafter in effect, Laws affecting the enforcement of creditors' rights generally, (b) general equitable principles and (iic) 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 considering enforceability. The execution and delivery of this Agreement by each of the parties hereto, the consummation of the transactions contemplated hereby, and compliance with the terms and provisions hereof, will not, assuming the consents and approvals of shareholders referred to in section 4.6 are obtained, (i) violate any provision of the Articles of Incorporation or Bylaws of the Company, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of the Company Shareholders or any of their properties or assets or (iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of the Company or any of the Company Shareholders under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any proceeding therefor of the Company Shareholders is a party, or by which the Company or any of the Company Shareholders or any of their properties or assets may be broughtbound or affected.

Authorization; Validity of Agreement; Company Action. (a) The Company has the requisite full corporate power and authority to execute and deliver this Agreement, Agreement and has the requisite corporate power and authority to perform consummate the Transactions. The execution execution, delivery and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, and the consummation by the Company it of the Transactions, have been duly and validly authorized by the Company its Board of Directors, 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 the Company it of the Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% except that consummation of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as Merger may require approval of the Record Date, voting together Company's stockholders as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and contemplated by Section 903 of the BCL1.11 hereof. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by Parent and Merger Subthe Purchaser, is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in 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) The provisions of Section 203 of Delaware Law are not applicable to this Agreement, the Stockholder Agreement or the other Transactions, including the Merger and the purchase of Shares in the Offer or pursuant to the exercise of the JNL Option. The affirmative vote of the holders of a majority of the outstanding shares of Common Stock is the only 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 other Transactions, including the Merger. As of the date of this Agreement, the number of holders of record of Common Stock in the State of Wisconsin is less than 20% of the total number of holders of Common Stock. Section 3.4