Common use of Authorization; Validity of Agreement Clause in Contracts

Authorization; Validity of Agreement. (a) Such JBG Party and each of its Subsidiaries has all necessary organizational power and authority to execute and deliver this Agreement, the JBG Contribution Agreement, the JBG Merger Agreements and each Ancillary Document to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by such JBG Party of this Agreement and the execution, delivery and performance by such JBG Party or any of its Subsidiaries of each Ancillary Document to which such JBG Party or any such Subsidiary will be a party, and the consummation by such JBG Party and each of its Subsidiaries of the Transactions, have been duly and validly authorized by the general partner or managing member of such JBG Party or each such Subsidiary (as applicable), and each other member or partner or committee of members or partners or their representatives (as applicable and as necessary), and no other organizational action on the part of such JBG Party or any of its Subsidiaries is necessary to authorize the execution and delivery by such JBG Party or any of its Subsidiaries of this Agreement, any such Ancillary Document and the consummation by it of the Transactions. Each JBG Management Entity has obtained all required consents from its stockholders, board of directors or other governing body with respect to the Transactions to be effected by such JBG Management Entity pursuant to this Agreement, including the applicable merger to be effected by such JBG Management Entity, and true, complete and correct copy of such consents have been delivered to the Vornado Parties. This Agreement has been, and each Ancillary Document to which it is contemplated that such JBG Party or any of its Subsidiaries will be party will be, duly executed and delivered by such JBG Party or its Subsidiaries (as applicable) and, assuming due and valid authorization, execution and delivery hereof and thereof by each of the Vornado Parties party thereto, is or will be a valid and binding obligation of such JBG Party or each such Subsidiary, enforceable against such JBG Party or each such Subsidiary in accordance with its terms, except as the enforcement hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) Pursuant to a valid power of attorney to be granted by each of its direct and indirect equityholders (as applicable), the JBG Party designated as attorney in fact in such power of attorney will have full power and authority to execute and deliver the Partnership Agreement and any other Ancillary Document so executed and delivered by such JBG Party on each such equityholder’s behalf, and the execution and delivery by such JBG Party of such Ancillary Documents on any such equityholder’s behalf will be binding on such Person as fully as if such Person had executed and delivered such Ancillary Documents.

Authorization; Validity of Agreement. (a) Such JBG Party Parent has, and upon formation each of its Subsidiaries has all necessary organizational Merger Sub I and Merger Sub II will have, the requisite corporate power and authority to execute and deliver this Agreement, the JBG Contribution Agreement, the JBG Merger Agreements and each Ancillary Document to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder Agreement and to consummate the Transactionstransactions contemplated hereby, subject, with respect to the consummation of the First Merger, to the receipt of the Parent Shareholder Approval. The execution, delivery and performance by such JBG Party Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been, and upon execution and delivery of this Agreement by Merger Sub I and Merger Sub II, the execution, delivery and performance by such JBG Party each of Merger Sub I and Merger Sub II will have been, duly authorized by all necessary corporate or other action, except for the affirmative vote of the holders representing more than 50% (in the case of clause (iii) below) or two-thirds (in the case of clauses (i) and (ii) below), as applicable, of the voting rights attached to Parent Ordinary Shares cast at Parent Shareholders’ Meeting, authorizing and approving: (i) the issuance of Parent Ordinary Shares in connection with the First Merger pursuant to L225-148 of the French Commercial Code, (ii) the issuance of Parent Ordinary Shares in respect of the Parent Depositary Shares to be delivered upon the conversion of the Company Convertible Debt and (iii) the election of the members of the Board of Directors contemplated by Section 5.13 (collectively, the “Parent Shareholder Approval”). Upon receipt of the Parent Shareholder Approval, no other corporate or other proceedings on the part of either Parent, Merger Sub I or Merger Sub II will be necessary to authorize the execution, delivery and performance of this Agreement by any of its Subsidiaries of each Ancillary Document to which such JBG Party Parent, Merger Sub I or any such Subsidiary will be a party, Merger Sub II and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such JBG Party Parent, and, upon the execution and delivery by each of its Subsidiaries of the TransactionsMerger Sub I and Merger Sub II, will have been duly and validly authorized by the general partner or managing member of such JBG Party or each such Subsidiary (as applicable), and each other member or partner or committee of members or partners or their representatives (as applicable and as necessary), and no other organizational action on the part of such JBG Party or any of its Subsidiaries is necessary to authorize the execution and delivery by such JBG Party or any of its Subsidiaries of this Agreement, any such Ancillary Document and the consummation by it of the Transactions. Each JBG Management Entity has obtained all required consents from its stockholders, board of directors or other governing body with respect to the Transactions to be effected by such JBG Management Entity pursuant to this Agreement, including the applicable merger to be effected by such JBG Management Entity, and true, complete and correct copy of such consents have been delivered to the Vornado Parties. This Agreement has been, and each Ancillary Document to which it is contemplated that such JBG Party or any of its Subsidiaries will be party will be, duly executed and delivered by such JBG Party or its Subsidiaries (as applicable) each of Merger Sub I and Merger Sub II, and, assuming due that this Agreement constitutes the valid and valid authorizationbinding agreement of the Company, constitutes (or, with respect to Merger Sub I and Merger Sub II, upon execution and delivery hereof and thereof by each of the Vornado Parties party thereto, is or will be constitute) a valid and binding obligation agreement of such JBG Party or each such Subsidiaryof Parent, Merger Sub I and Merger Sub II enforceable against such JBG Party or each such Subsidiary party in accordance with its terms, except as the such enforcement hereof or thereof may be subject to or limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to affecting creditors’ rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity or at Lawequity). (b) Pursuant to a valid power of attorney to be granted by each of its direct and indirect equityholders (as applicable), the JBG Party designated as attorney in fact in such power of attorney will have full power and authority to execute and deliver the Partnership Agreement and any other Ancillary Document so executed and delivered by such JBG Party on each such equityholder’s behalf, and the execution and delivery by such JBG Party of such Ancillary Documents on any such equityholder’s behalf will be binding on such Person as fully as if such Person had executed and delivered such Ancillary Documents.

Authorization; Validity of Agreement. (a) Such JBG Party Lilis and each of its Subsidiaries has all necessary organizational the Merger Sub have the requisite corporate power and authority to execute and deliver this Agreement, the JBG Contribution Agreement, the JBG Merger Agreements and each Ancillary Document to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder Agreement and to consummate the Transactionstransactions contemplated hereby, subject to the approval of this Agreement by (i) the stockholders of Lilis and (ii) Lilis as the sole stockholder of Merger Sub, in accordance with the DGCL and the Organizational Documents of Lilis and the Merger Sub. The execution, delivery and performance by such JBG Party Lilis and the Merger Sub of this Agreement and the consummation by Lilis and the Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Directors of Lilis (the “Lilis Board”) and the Merger Sub (the “Merger Sub Board”), respectively. Each of the Lilis Board and the Merger Sub Board has directed that this Agreement and the transactions contemplated hereby by be submitted to its respective stockholders for approval and, except for the Lilis Required Vote and the approval of this Agreement and the transactions contemplated hereby by Lilis as the sole stockholder of the Merger Sub, no corporate or other, no other corporate proceedings on the part of either Lilis or the Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement by such JBG Party either of Lilis or any of its Subsidiaries of each Ancillary Document to which such JBG Party or any such Subsidiary will be a party, the Merger Sub and the consummation by such JBG Party Lilis and each of its Subsidiaries the Merger Sub of the Transactions, have transactions contemplated hereby. This Agreement has been duly and validly authorized by the general partner or managing member of such JBG Party or each such Subsidiary (as applicable), and each other member or partner or committee of members or partners or their representatives (as applicable and as necessary), and no other organizational action on the part of such JBG Party or any of its Subsidiaries is necessary to authorize the execution and delivery by such JBG Party or any of its Subsidiaries of this Agreement, any such Ancillary Document and the consummation by it of the Transactions. Each JBG Management Entity has obtained all required consents from its stockholders, board of directors or other governing body with respect to the Transactions to be effected by such JBG Management Entity pursuant to this Agreement, including the applicable merger to be effected by such JBG Management Entity, and true, complete and correct copy of such consents have been delivered to the Vornado Parties. This Agreement has been, and each Ancillary Document to which it is contemplated that such JBG Party or any of its Subsidiaries will be party will be, duly executed and delivered by such JBG Party or its Subsidiaries (as applicable) Lilis and the Merger Sub and, assuming due and valid authorization, execution and delivery hereof and thereof of this Agreement by each of the Vornado Parties party theretoBrushy, is or will be constitutes a valid and binding obligation of such JBG Party or each such Subsidiary, of Lilis and the Merger Sub enforceable against such JBG Party or each such Subsidiary party in accordance with its terms, except as the such enforcement hereof or thereof may be subject to or limited by (ix) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to affecting creditors’ rights generally and (iiy) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity or at Lawequity). (b) Pursuant to a valid power of attorney to be granted by each of its direct and indirect equityholders (as applicable), the JBG Party designated as attorney in fact in such power of attorney will have full power and authority to execute and deliver the Partnership Agreement and any other Ancillary Document so executed and delivered by such JBG Party on each such equityholder’s behalf, and the execution and delivery by such JBG Party of such Ancillary Documents on any such equityholder’s behalf will be binding on such Person as fully as if such Person had executed and delivered such Ancillary Documents.

Authorization; Validity of Agreement. (a) Such JBG Party Parent and each of its Subsidiaries has all necessary organizational Merger Sub have the requisite corporate power and authority to execute and deliver this Agreement, the JBG Contribution Agreement, the JBG Merger Agreements and each Ancillary Document to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder Agreement and to consummate the Transactionstransactions contemplated hereby, subject, (i) with respect to the consummation of the Mergers, to the receipt of the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and (ii) with respect to the issuance of stock options under the Parent Stock Incentive Plan as contemplated by Section 5.11(f), the receipt of the vote described in Section 4.25. The execution, delivery and performance by such JBG Party Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action, except for the Parent Required Vote, and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25. Except for the Parent Required Vote, the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25, no other corporate or other proceedings on the part of either Parent or Merger Sub will be necessary to authorize the execution, delivery and performance of this Agreement by such JBG Party either of Parent or any of its Subsidiaries of each Ancillary Document to which such JBG Party or any such Subsidiary will be a party, Merger Sub and the consummation by such JBG Party and each of its Subsidiaries of the Transactions, have transactions contemplated hereby. This Agreement has been duly and validly authorized by the general partner or managing member of such JBG Party or each such Subsidiary (as applicable), and each other member or partner or committee of members or partners or their representatives (as applicable and as necessary), and no other organizational action on the part of such JBG Party or any of its Subsidiaries is necessary to authorize the execution and delivery by such JBG Party or any of its Subsidiaries of this Agreement, any such Ancillary Document and the consummation by it of the Transactions. Each JBG Management Entity has obtained all required consents from its stockholders, board of directors or other governing body with respect to the Transactions to be effected by such JBG Management Entity pursuant to this Agreement, including the applicable merger to be effected by such JBG Management Entity, and true, complete and correct copy of such consents have been delivered to the Vornado Parties. This Agreement has been, and each Ancillary Document to which it is contemplated that such JBG Party or any of its Subsidiaries will be party will be, duly executed and delivered by such JBG Party or its Subsidiaries (as applicable) Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof and thereof by each of the Vornado Parties party theretoAgreement by the Company, is or will be constitutes a valid and binding obligation agreement of such JBG Party or each such Subsidiary, of Parent and Merger Sub enforceable against such JBG Party or each such Subsidiary party in accordance with its terms, except as the such enforcement hereof or thereof may be subject to or limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to affecting creditors’ rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity or at Lawequity). (b) Pursuant to a valid power of attorney to be granted by each of its direct and indirect equityholders (as applicable), the JBG Party designated as attorney in fact in such power of attorney will have full power and authority to execute and deliver the Partnership Agreement and any other Ancillary Document so executed and delivered by such JBG Party on each such equityholder’s behalf, and the execution and delivery by such JBG Party of such Ancillary Documents on any such equityholder’s behalf will be binding on such Person as fully as if such Person had executed and delivered such Ancillary Documents.

Authorization; Validity of Agreement. (a) Such JBG Party and each of its Subsidiaries Purchaser has all necessary organizational full ------------------------------------ corporate power and authority to execute and deliver this Agreement, Agreement and the JBG Contribution Agreement, the JBG Merger Agreements and each Ancillary Document other Transaction Documents to which it is or will be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder a party and to consummate the TransactionsTransactions and the other transactions contemplated thereby. The execution, delivery and performance by such JBG Party Purchaser of this Agreement and the execution, delivery and performance by such JBG Party or any of its Subsidiaries of each Ancillary Document other Transaction Documents to which such JBG Party it is or any such Subsidiary will be a party, party and the consummation by such JBG Party and each of its Subsidiaries of the Transactions, Transactions have been or will be duly and validly authorized by the general partner or managing member Board of such JBG Party or each such Subsidiary (as applicable), and each other member or partner or committee Directors of members or partners or their representatives (as applicable and as necessary)Purchaser, and no other organizational corporate action on the part of such JBG Party Purchaser is or will be necessary to authorize the execution and delivery by Purchaser of this Agreement and the other Transaction Documents to which it is or will be a party or the consummation of the Transactions and the other transactions contemplated thereby. No vote of, or consent by, the holders of any class or series of its Subsidiaries stock issued by Purchaser is necessary to authorize the execution and delivery by such JBG Party or any of its Subsidiaries Purchaser of this Agreement, any such Ancillary Document Agreement and the other Transaction Documents to which it is or will be a party or the consummation by it of the Transactions. Each JBG Management Entity has obtained all required consents from its stockholders, board of directors or Transactions and the other governing body with respect to the Transactions to be effected by such JBG Management Entity pursuant to this Agreement, including the applicable merger to be effected by such JBG Management Entity, and true, complete and correct copy of such consents have been delivered to the Vornado Partiestransactions contemplated thereby. This Agreement has been, and each Ancillary Document the other Transaction Documents to which it is contemplated that such JBG Party or any of its Subsidiaries will be a party have been or will be, be duly executed and delivered by such JBG Party or its Subsidiaries (as applicable) Purchaser, and, assuming due and valid authorization, execution and delivery hereof and thereof by each of the Vornado Parties party theretoSeller, is are or will be a valid and binding obligation obligations of such JBG Party or each such SubsidiaryPurchaser, enforceable against such JBG Party or each such Subsidiary Purchaser in accordance with its terms, their terms except (a) as the enforcement hereof or thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar Laws, now or hereafter in effect, relating to laws of general application affecting enforcement of creditors’ ' rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) Pursuant the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to a valid power equitable defenses and would be subject to the discretion of attorney to the court before which any proceeding therefor may be granted by each of its direct and indirect equityholders (as applicable), the JBG Party designated as attorney in fact in such power of attorney will have full power and authority to execute and deliver the Partnership Agreement and any other Ancillary Document so executed and delivered by such JBG Party on each such equityholder’s behalf, and the execution and delivery by such JBG Party of such Ancillary Documents on any such equityholder’s behalf will be binding on such Person as fully as if such Person had executed and delivered such Ancillary Documentsbrought.

Authorization; Validity of Agreement. (a) Such JBG Party and each of its Subsidiaries Purchaser has all necessary organizational the requisite corporate or other legal entity power and authority to execute execute, deliver and deliver (subject, in relation to Closing and borrowing under the Loan Agreement only, to the Purchaser Shareholder Approval and Admission) perform the Transaction Documents and the AISA Share Transfer Agreement and to consummate the Closing. The board of directors of Purchaser (or a duly authorized committee thereof) has by resolution (i) approved the transactions contemplated by this Agreement, the JBG Contribution Loan Agreement and the Placement Agreement; (ii) determined that such transactions are in the best interests of Purchaser; (iii) determined that it will propose, for the approval of Purchaser's shareholders, the JBG Merger Agreements transactions contemplated by this Agreement and each Ancillary Document the Loan Agreement and, subject to be executed Purchaser's directors' fiduciary duties, recommend that such shareholders approve such transactions; and delivered by it at (iv) approved the Closing, issuance of a public announcement in relation to perform its obligations hereunder and thereunder and to consummate the Transactionssuch transactions. The execution, delivery and (subject, in relation to Closing and borrowing under the Loan Agreement only, to the Purchaser Shareholder Approval and Admission) performance by such JBG Party Purchaser of this the Transaction Documents, the AISA Share Transfer Agreement, the Loan Agreement, Placement Agreement, the issuance of the Purchaser Shares, the consummation by Purchaser of the Closing and consummation of the transactions contemplated by the Loan Agreement and the Placement Agreement have been (or, in the case of the AISA Share Transfer Agreement, at Closing will have been) duly approved by resolution of the board of directors of Purchaser (or by a duly authorized committee thereof) and no other corporate action on the part of Purchaser is (or, in the case of the AISA Share Transfer Agreement, will be at Closing) necessary to authorize the execution, delivery and (subject, in relation to Closing and borrowing under the Loan Agreement only, to the Purchaser Shareholder Approval and Admission) performance by such JBG Party or any of its Subsidiaries the Transaction Documents, the AISA Share Transfer Agreement, the Loan Agreement, the Placement Agreement, the issuance of each Ancillary Document to which such JBG Party or any such Subsidiary will be a partythe Purchaser Shares, and the consummation by such JBG Party and each of its Subsidiaries Purchaser of the Transactions, have been duly Closing and validly authorized consummation of the transactions contemplated by the general partner or managing member of such JBG Party or each such Subsidiary (as applicable), and each other member or partner or committee of members or partners or their representatives (as applicable and as necessary), and no other organizational action on the part of such JBG Party or any of its Subsidiaries is necessary to authorize the execution and delivery by such JBG Party or any of its Subsidiaries of this Agreement, any such Ancillary Document Loan Agreement and the consummation by it Placement Agreement. (b) Each of the Transactions. Each JBG Management Entity has obtained all required consents from its stockholders, board of directors or other governing body with respect to the Transactions to be effected by such JBG Management Entity pursuant to this Agreement, including the applicable merger to be effected by such JBG Management Entity, and true, complete and correct copy of such consents have been delivered to the Vornado Parties. This Agreement Transaction Documents has been, and each Ancillary Document to which it is contemplated that such JBG Party or any of its Subsidiaries the AISA Share Transfer Agreement, at Closing, will be party will behave been, duly executed and delivered by such JBG Party or its Subsidiaries (as applicable) Purchaser, and, assuming due and valid authorization, execution and delivery hereof and thereof by each of the Vornado Parties party theretoSeller, is or will be a valid and binding obligation of such JBG Party or each such SubsidiaryPurchaser, enforceable against such JBG Party or each such Subsidiary Purchaser in accordance with its terms, except as the enforcement hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) Pursuant to a valid power of attorney to be granted by each of its direct and indirect equityholders (as applicable), the JBG Party designated as attorney in fact in such power of attorney will have full power and authority to execute and deliver the Partnership Agreement and any other Ancillary Document so executed and delivered by such JBG Party on each such equityholder’s behalf, and the execution and delivery by such JBG Party of such Ancillary Documents on any such equityholder’s behalf will be binding on such Person as fully as if such Person had executed and delivered such Ancillary Documents.

Authorization; Validity of Agreement. (a) Such JBG Jaguar Party and each of its Subsidiaries has all necessary organizational power and authority to execute and deliver this Agreement, the JBG Contribution Agreement, the JBG Merger Agreements Agreement and each Ancillary Document to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by such JBG Jaguar Party of this Agreement and the execution, delivery and performance by such JBG Jaguar Party or any of its Subsidiaries of each Ancillary Document to which such JBG Jaguar Party or any such Subsidiary will be a party, and the consummation by such JBG Jaguar Party and each of its Subsidiaries of the Transactions, have been duly and validly authorized by the general partner or managing member of such JBG Jaguar Party or each such Subsidiary (as applicable), and each other member or partner or committee of members or partners or their representatives (as applicable and as necessary), and no other organizational action on the part of such JBG Jaguar Party or any of its Subsidiaries is necessary to authorize the execution and delivery by such JBG Jaguar Party or any of its Subsidiaries of this Agreement, any such Ancillary Document and the consummation by it of the Transactions. Each JBG Jaguar Management Entity has obtained all required consents from its stockholders, board of directors or other governing body with respect to the Transactions to be effected by such JBG Jaguar Management Entity pursuant to this Agreement, including the applicable merger to be effected by such JBG Management Entity, and true, complete and correct copy of such consents have been delivered to the Vornado Giants Parties. This Agreement has been, and each Ancillary Document to which it is contemplated that such JBG Jaguar Party or any of its Subsidiaries will be party will be, duly executed and delivered by such JBG Jaguar Party or its Subsidiaries (as applicable) and, assuming due and valid authorization, execution and delivery hereof and thereof by each of the Vornado Giants Parties party thereto, is or will be a valid and binding obligation of such JBG Jaguar Party or each such Subsidiary, enforceable against such JBG Jaguar Party or each such Subsidiary in accordance with its terms, except as the enforcement hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) Pursuant to a valid power of attorney to be granted by each of its direct and indirect equityholders (as applicable), the JBG Jaguar Party designated as attorney in fact in such power of attorney will have has full power and authority to execute and deliver the Partnership Agreement and any other Ancillary Document so executed and delivered by such JBG Jaguar Party on each such equityholder’s behalf, and the execution and delivery by such JBG Jaguar Party of such Ancillary Documents on any such equityholder’s behalf will be binding on such Person as fully as if such Person had executed and delivered such Ancillary Documents.

Authorization; Validity of Agreement. (a) Such JBG Party and each Each of its Subsidiaries the Buyer Parties has all necessary corporate or organizational power and authority to execute and deliver this Agreement, the JBG Contribution Agreement, the JBG Merger Agreements Agreement and each Ancillary Document to be executed and delivered by it at the Closing, and subject to receipt of the Requisite Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by such JBG Party the Buyer Parties of this Agreement and the execution, delivery and performance by such JBG each Buyer Party or any of its Subsidiaries the applicable Buyer Designees of each Ancillary Document to which such JBG Party or any such Subsidiary it will be a party, and the consummation by such JBG Party and each of its Subsidiaries it of the Transactions, have been duly and validly authorized by (a) the Buyer Parent Board and (b) as the sole general partner or managing member of such JBG Party or each such Subsidiary (as applicable)Buyer OP and a holder of Buyer OP Units, and each other member or partner or committee of members or partners or their representatives (as applicable and as necessary)Buyer Parent, and no other organizational corporate or partnership action on the part of such JBG Party Buyer Parent or any of its Subsidiaries Buyer OP is necessary to authorize the execution and delivery by such JBG Party Buyer Parent or any of its Subsidiaries Buyer OP of this Agreement, any such Ancillary Document Document, and the consummation by it of the Transactions. Each JBG Management Entity has obtained all required consents from its stockholders, board subject, in the case of directors or other governing body with respect the Equity Issuance, to the Transactions to be effected approval of the Equity Issuance by such JBG Management Entity pursuant to this Agreement, including the applicable merger to be effected by such JBG Management Entity, and true, complete and correct copy of such consents have been delivered to the Vornado PartiesRequisite Stockholder Approval. This Agreement has been, and each Ancillary Document to which it is contemplated that such JBG Party the Buyer Parties or any of its Subsidiaries the Buyer Designees will be a party will be, duly executed and delivered by such JBG Party or its Subsidiaries each of the Buyer Parties and the Buyer Designees (as applicable) and, assuming due and valid authorization, execution and delivery hereof and thereof by each of the Vornado Seller Parties party thereto, is or will be a valid and binding obligation of such JBG Party or each such Subsidiary, of the Buyer Parties and the Buyer Designees (as applicable) enforceable against such JBG Party or each such Subsidiary Buyer Parties and the Buyer Designees (as applicable) in accordance with its terms, except as that the enforcement hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) Pursuant to a valid power of attorney to be granted by each of its direct and indirect equityholders (as applicable), the JBG Party designated as attorney in fact in such power of attorney will have full power and authority to execute and deliver the Partnership Agreement and any other Ancillary Document so executed and delivered by such JBG Party on each such equityholder’s behalf, and the execution and delivery by such JBG Party of such Ancillary Documents on any such equityholder’s behalf will be binding on such Person as fully as if such Person had executed and delivered such Ancillary Documents.

Authorization; Validity of Agreement. (a) Such JBG Party Parent, Merlin Holdco and each of its Subsidiaries has all necessary organizational Merger Sub have the requisite corporate power and authority to execute and deliver this Agreement, the JBG Contribution Agreement, the JBG Merger Agreements and each Ancillary Document to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by such JBG Party Parent, Merlin Holdco and Merger Sub of this Agreement and the execution, delivery and performance by such JBG Party or any of its Subsidiaries of each Ancillary Document to which such JBG Party or any such Subsidiary will be a party, and the consummation by such JBG Party Parent, Merlin Holdco and each of its Subsidiaries Merger Sub of the Transactions, transactions contemplated hereby have been duly and validly authorized by the general partner or managing member Board of such JBG Party or each such Subsidiary Directors of Parent (as applicablethe “Parent Board”), the Board of Directors of Merlin Holdco and each other member or partner or committee the Board of members or partners or their representatives Directors of Merger Sub. Except for the required approval, in accordance with the rules of the TSX, of the issuance of Parent Common Shares in connection with this Agreement by a majority of the votes cast on such matter at a meeting of the shareholders of Parent duly called and held for such purpose (the “Parent Shareholder Approval”) and the adoption of this Agreement by Merlin Holdco, in its capacity as applicable sole stockholder of Merger Sub (which such adoption will be obtained by written consent immediately following the execution and as necessarydelivery of this Agreement by the parties hereto), and no other organizational action corporate proceedings on the part of such JBG Party Parent, Merlin Holdco or any of its Subsidiaries Merger Sub is necessary to authorize the execution and delivery by such JBG Party or any of its Subsidiaries performance of this AgreementAgreement by Parent, any such Ancillary Document Merlin Holdco and Merger Sub and the consummation by it of the Transactions. Each JBG Management Entity has obtained all required consents from its stockholders, board of directors or other governing body with respect to the Transactions to be effected by such JBG Management Entity pursuant to this Agreement, including the applicable merger to be effected by such JBG Management Entity, and true, complete and correct copy of such consents have been delivered to the Vornado Partiestransactions contemplated hereby. This Agreement has been, and each Ancillary Document to which it is contemplated that such JBG Party or any of its Subsidiaries will be party will be, been duly executed and delivered by such JBG Party or its Subsidiaries (as applicable) Parent, Merlin Holdco and Merger Sub and, assuming due and valid authorization, execution and delivery hereof and thereof of this Agreement by each of the Vornado Parties party theretoCompany, is or will be a valid and binding obligation of such JBG Party or each such SubsidiaryParent, Merlin Holdco and Merger Sub enforceable against such JBG Party or each such Subsidiary Parent, Merlin Holdco and Merger Sub in accordance with its terms, except as the such enforcement hereof or thereof may be subject to or limited by (i) bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity or at Lawequity). (b) Pursuant No “moratorium,” “control share,” “fair price” or other antitakeover Law is applicable to a valid power the Merger or any of attorney the other transactions contemplated by this Agreement. None of Parent, Merlin Holdco, Merger Sub nor any of their respective affiliates is, nor at any time during the last three years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL. As of the date of this Agreement, none of Parent, Merlin Holdco nor any of their respective Subsidiaries beneficially owns, directly or indirectly, any Company Common Stock, Company Convertible Preferred Stock or other securities convertible into, exchangeable for or exercisable for Company Common Stock or any securities of any Subsidiary of the Company and none of Parent, Merlin Holdco, Merger Sub nor any of their respective Subsidiaries has any rights to be granted acquire any Company Common Stock or Company Convertible Preferred Stock except pursuant to this Agreement. (c) The Board of Directors of Merger Sub, by each written consent duly adopted prior to the date hereof, has (i) determined that this Agreement and the Merger are advisable and fair to and in the best interests of Merger Sub and its direct stockholder, (ii) duly approved and indirect equityholders (as applicable)adopted this Agreement, the JBG Party designated as attorney in fact in such power of attorney will have full power and authority to execute and deliver the Partnership Agreement and any other Ancillary Document so executed and delivered by such JBG Party on each such equityholder’s behalf, Merger and the execution other transactions contemplated hereby, which adoption has not been rescinded or modified and delivery (iii) submitted this Agreement for adoption by such JBG Party Merlin Holdco, as the sole stockholder of such Ancillary Documents on any such equityholder’s behalf will be binding on such Person Merger Sub. Merlin Holdco, as fully as if such Person had executed the sole stockholder of Merger Sub, has duly approved and delivered such Ancillary Documentsadopted this Agreement, the Merger and the other transactions contemplated hereby, which approval has not been rescinded or modified.