Common use of Corporate Authority Relative to this Agreement; No Violation Clause in Contracts

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board, and the Company Board has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and (ii) adopted this Agreement and approved the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein. Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Company Board has resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted to the holders of Company Common Stock for approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board, and the Company Board has (i) determined that it is in the best interests of Directors of the Company and its stockholdersand, and declared it advisable, to enter into this Agreement and (ii) adopted this Agreement and approved the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein. Except except for the Company Stockholder ApprovalApproval (assuming Parent is not an “interested stockholder” under Section 203 of the DGCL), no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company Board has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted to the holders of Company Common Stock for approval). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company, Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder ApprovalApproval (as defined in Section 3.20 of this Agreement), to consummate the transactions contemplated hereby, including the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board, and Board of Directors of the Company Board has and, except for the (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement Stockholder Approval and (ii) adopted this Agreement and approved the consummation filing of the transactions contemplated hereby, including Certificate of Merger with the Merger, upon Secretary of State of the terms and subject to the conditions set forth herein. Except for the Company Stockholder ApprovalState of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As The Board of Directors of the date hereof, Company has determined (x) that the transactions contemplated by this Agreement are fair to and in the best interest of the Company Board has resolved and its stockholders and (y) to recommend that such stockholders vote in favor of the Company’s stockholders approve approval and adoption of this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted to the holders of Company Common Stock for approvalMerger. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, a valid and binding agreement of Parent and Merger Subthe other parties hereto, constitutes the legal, a valid and binding agreement of the Company, enforceable against the Company in accordance with its termsterms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board, and the Company Board has (i) determined that it is in the best interests of Directors of the Company and its stockholdersCompany, and declared it advisableand, to enter into this Agreement and (ii) adopted this Agreement and approved the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein. Except except for the Company Stockholder ApprovalApproval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company Board has unanimously determined that it is in the best interest of the Company and its stockholders, and declared it advisable to enter into this Agreement and consummate the transactions contemplated hereby and resolved to recommend that the Company’s stockholders adopt and approve this Agreement and the transactions contemplated hereby in accordance with the Company Organizational Documents and the DGCL (the “Company Recommendation”) and directed that this Agreement be submitted to the holders of Company Common Stock for approval). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly authorized by the Company Board, and the Company Board has (i) determined that it is in the best interests of Directors of the Company and its stockholdersand, and declared it advisable, to enter into this Agreement and (ii) adopted this Agreement and approved the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein. Except except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the Merger or the consummation of the transactions contemplated herebyTransactions. As of the date hereof, the Board of Directors of the Company Board has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby Transactions (the “Company Recommendation”) and directed that this Agreement such matter be submitted to for consideration of the holders stockholders of the Company Common Stock for approvalat the Company Stockholders’ Meeting, and such resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement 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, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies 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.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the all requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby, including the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board, and board of directors of the Company (“Board has of Directors”) and, except for the (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement Stockholder Approval and (ii) adopted this Agreement and approved the consummation filing of the transactions contemplated hereby, including Certificate of Merger with the Merger, upon the terms and subject to the conditions set forth herein. Except for the Company Stockholder ApprovalSecretary of State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As The Board of Directors has determined that the transactions contemplated by this Agreement are fair to and in the best interest of the date hereof, the Company Board has resolved and its stockholders and to recommend to such stockholders that the Company’s stockholders approve they adopt this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted to the holders of Company Common Stock for approvalhereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, a valid and binding agreement of Parent and Merger Subthe other parties hereto, constitutes the legal, a valid and binding agreement of the Company, enforceable against the Company in accordance with its termsterms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement and the Voting Agreement and, subject except (with respect to receipt Merger Sub) for the adoption of this Agreement by the Company Stockholder Approvalsole stockholder of Merger Sub, which will be obtained promptly following the execution of this Agreement, to consummate the transactions contemplated herebyhereby and thereby, including the Merger. The execution and delivery of this Agreement and the Voting Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Company Boardboard of directors of Merger Sub and, except for the adoption of this Agreement by the sole stockholder of Merger Sub and the Company Board has (i) determined that it is in the best interests filing of the Company and its stockholders, and declared it advisable, to enter into this Agreement and (ii) adopted this Agreement and approved Certificate of Merger with the consummation Secretary of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein. Except for the Company Stockholder ApprovalState of Delaware, no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated herebyhereby and thereby. As of the date hereof, the Company Board has resolved to recommend that the Company’s stockholders approve this This Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Voting Agreement be submitted to the holders of Company Common Stock for approval. This Agreement has have been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the other parties hereto or thereto, each of this Agreement and the Voting Agreement constitutes the valid and binding agreement of each of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company, enforceable against the Company Parent and Merger Sub in accordance with its termsterms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject and the Option Agreement and to receipt of the Company Stockholder Approval, to consummate the transactions contemplated herebycarry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Company Board, and the Company Board has (i) determined that it is in the best interests of Directors of the Company and by Continuing Director Action (as defined in Article EIGHTH of the Company's Amended and Restated Certificate of Incorporation) and, except for the approval and adoption of this Agreement by its stockholders, and declared it advisable, to enter into this Agreement and (ii) adopted this Agreement and approved the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein. Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated herebyhereby and thereby. As The Board of Directors of the date hereof, Company has taken all necessary and appropriate action so that Section 203 of the Company Board has resolved DGCL will be inapplicable to recommend that this Agreement and the Company’s stockholders approve this Option Agreement and the transactions contemplated hereby (and thereby. The Board of Directors of the “Company Recommendation”) and directed has determined that the transactions contemplated by this Agreement be submitted and the Option Agreement are in the best interest of the Company and its stockholders and to the holders of Company Common Stock for approvalrecommend to such stockholders that they approve and adopt this Agreement. This Agreement has and the Option Agreement have been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes and the legal, Option Agreement constitute valid and binding agreement agreements of Parent the other parties hereto and Merger Subthereto, constitutes this Agreement and the legal, Option Agreement constitute valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its termstheir terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally, or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board, and the Company Board has (i) determined that it is in the best interests of Directors of the Company and its stockholdersand, and declared it advisable, to enter into this Agreement and (ii) adopted this Agreement and approved the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein. Except except for the Company Stockholder ApprovalApproval (assuming Parent is not an “interested stockholder” under Section 203 of the DGCL), no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereofAmendment Date, the Board of Directors of the Company Board has unanimously (among the directors present and voting) resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted to the holders of Company Common Stock for approval). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company, Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the all requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated herebyTransactions, including the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly authorized by the board of directors of the Company (the “Company Board”) and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company or any Company Subsidiary are necessary to authorize the consummation of the Transactions other than, with respect to the Merger, obtaining the Company Stockholder Approval. Prior to the execution of this Agreement, at a meeting duly called and held, the Company Board has unanimously (i) determined that it is this Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved and declared it advisable, to enter into advisable this Agreement and (ii) adopted this Agreement and approved the consummation of the transactions contemplated herebyTransactions, including the Merger, upon on the terms and subject to the conditions set forth herein. Except for , in accordance with the Company Stockholder Approval, no other corporate proceedings on the part requirements of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Company Board has DGCL and (iii) resolved to recommend that the Company’s stockholders approve the adoption of this Agreement and the transactions contemplated hereby (such recommendation, the “Company Board Recommendation”) and directed that this Agreement be submitted to include the holders of Company Common Stock for approvalBoard Recommendation in the Proxy Statement/Prospectus, in each case subject to Section 5.3. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and equitable principles of general applicability (the “Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Such Seller has the all requisite corporate or similar power and authority to enter into this Agreement andand to perform its obligations hereunder, subject including with respect to receipt of the Company Stockholder ApprovalSection 10.15, and to consummate the transactions contemplated herebyTransactions, including the Acquisition. The execution execution, delivery and delivery performance by such Seller of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly authorized by the Company Boardsuch Seller (or such Seller’s governing body, if applicable), and the Company Board has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and (ii) adopted this Agreement and approved the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein. Except for the Company Stockholder Approval, no other corporate or other proceedings on the part of the Company such Seller or its equityholders are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Company Board has resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted to the holders of Company Common Stock for approvalTransactions. This Agreement has been duly and validly executed and delivered by the Company such Seller and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent Amazon and Merger SubDanube, constitutes the legal, valid and binding agreement of the Companysuch Seller, enforceable against the Company such Seller in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies 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.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite corporate or limited liability company power and authority to enter into this Agreement andAgreement, subject to receipt of the Company Parent Stockholder ApprovalApproval (as defined in Section 4.19 of this Agreement), to consummate the transactions contemplated hereby, including the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board, Board of Directors of Parent and the Company Board has manager of Merger Sub and, except for (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement Parent Stockholder Approval and (ii) adopted this Agreement and approved the consummation filing of the transactions contemplated hereby, including Certificate of Merger with the Merger, upon Secretary of State of the terms and subject to the conditions set forth herein. Except for the Company Stockholder ApprovalState of Delaware, no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated herebyhereby and thereby. As The Board of Directors of Parent has determined (x) that the date hereof, transactions contemplated by this Agreement are fair to and in the Company Board has resolved best interest of Parent and its stockholders and (y) to recommend that such stockholders vote in favor of the Company’s stockholders approve this Agreement and approval of the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted to the holders of Company Common Stock for approvalIssuance. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes a valid and binding agreement of the legalother parties hereto, constitutes a valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company, enforceable against the Company Parent and Merger Sub in accordance with its termsterms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement and, subject and the Option Agreement and to receipt of the Company Stockholder Approval, to consummate the transactions contemplated herebycarry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Company BoardBoard of Directors of Parent and Merger Sub and, and except for the Company Board has (i) determined that it is in the best interests approval by its stockholders of the Company and its stockholders, and declared it advisable, to enter into this Agreement and (ii) adopted this Agreement and approved the consummation issuance by Parent of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein. Except for the Company Stockholder ApprovalMerger Consideration, no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated herebyhereby and thereby. As The Board of the date hereof, the Company Board Directors of Parent has resolved to recommend determined that the Company’s stockholders approve transactions contemplated by this Agreement and the transactions contemplated hereby (Option Agreement are in the “Company Recommendation”) best interest of Parent and directed its stockholders and to recommend to such stockholders that this Agreement be submitted to they approve the holders issuance of Company Common Stock for approvalthe Merger Consideration. This Agreement has and the Option Agreement have been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes and the legal, Option Agreement constitute valid and binding agreement agreements of the other parties hereto, this Agreement and the Option Agreement constitute valid and binding agreements of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company, enforceable against the Company Parent and Merger Sub in accordance with its termstheir terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally, or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Buyer has the all requisite corporate power company powers and authority to enter into execute and deliver this Agreement and, subject to receipt and each of the Company Stockholder Approvalother Transaction Documents to which it is a party, to perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution execution, delivery and delivery performance of this Agreement and each of the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary company action on the Company Board, part of Buyer and the Company Board has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and (ii) adopted this Agreement and approved the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein. Except for the Company Stockholder Approval, no other corporate company proceedings on the part of the Company Buyer are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Company Board has resolved to recommend that the Company’s stockholders approve this Agreement hereby and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted to the holders of Company Common Stock for approvalthereby. This Agreement has and each of the other Transaction Documents to which Buyer is a party have been duly and validly executed and delivered by the Company Buyer and, assuming this Agreement and the other Transaction Documents constitutes the legal, valid and binding agreement of Parent Seller and Merger Subthe other parties thereto, constitutes this Agreement and each of the legal, other Transaction Documents to which Buyer is a party constitute the valid and binding agreement of the CompanyBuyer, enforceable against the Company Buyer in accordance with its their terms, except to the extent such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Shareholder Approval, to consummate the transactions contemplated hereby, including the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board, and Board of Directors of the Company Board has and, except for the (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement Shareholder Approval and (ii) adopted this Agreement and approved the consummation filing of the transactions contemplated hereby, including Articles of Merger with the Merger, upon the terms and subject to the conditions set forth herein. Except for the Company Stockholder ApprovalSecretary of State of Washington, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As The Board of Directors of the date hereofCompany has taken all necessary action so that Section 23B.19 of the WBCA will be inapplicable to this Agreement, the Company Board has resolved to recommend that the Company’s stockholders approve this Voting Agreement and the transactions contemplated hereby (and thereby. The Board of Directors of the “Company Recommendation”) and directed has determined that the transactions contemplated by this Agreement be submitted are fair to and in the holders best interest of the Company Common Stock for approvaland its shareholders and to recommend to such shareholders that they approve and adopt this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, a valid and binding agreement of Parent and Merger Subthe other parties hereto, constitutes the legal, a valid and binding agreement of the Company, enforceable against the Company in accordance with its termsterms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject and to receipt of the Company Stockholder Approval, to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Company Boardand, and except for the Company Board has (i) determined that it is in the best interests approval of the Company and its stockholders, and declared it advisable, to enter into this Agreement and (ii) adopted this Agreement and approved the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein. Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of this Agreement and the transactions contemplated hereby. As of the date hereofof this Agreement, the Board of Directors of Company Board has resolved to recommend determined that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that by this Agreement be submitted are advisable and in the best interest of its stockholders and to the holders of Company Common Stock for approvalrecommend to such stockholders that they vote in favor thereof. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, this Agreement constitutes the legal, a valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its termsterms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Company is not subject to or obligated under any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or, subject to the approval of its stockholders, carrying out this Agreement, except for any breaches or violations which would not, in the case of any contract provision, license, franchise, permit, order or decree, in the aggregate, reasonably be expected to have a Material Adverse Effect on Company. Other than in connection with or in compliance with the provisions of the DGCL, the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), applicable approvals of the Federal Communications Commission (the "FCC") pursuant to the Communications Act of 1934, as amended, and any regulations promulgated thereunder (the "Communications Act"), Section 4043 of ERISA, any other competition, antitrust and investment laws and the securities or blue sky or antitrust laws of the various states, and, other than the filing of the Certificate of Merger with the Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary for the consummation by Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Company; provided that Company makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Parent or any of its Subsidiaries or facts specifically pertaining to any of them.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and, subject to receipt of the Company Stockholder ApprovalApproval (if required by applicable Law), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Offer and the Merger, have been duly and validly authorized by the Company BoardBoard of Directors of the Company, and the Company Board has and, except for (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement Stockholder Approval if required by applicable Law and (ii) adopted this Agreement and approved the consummation filing of the transactions contemplated hereby, including Articles of Merger with the Merger, upon Secretary of State of the terms and subject to the conditions set forth herein. Except for the Company Stockholder ApprovalState of South Carolina, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company Board has unanimously resolved to recommend that the Company’s stockholders approve accept the Offer, tender their Shares pursuant to the Offer and, if required by applicable Law, adopt this Agreement and approve the Merger and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted to the holders of Company Common Stock for approval). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder ApprovalShareholder Approval (as hereinafter defined), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company BoardBoard of Directors of the Company, and acting upon the Company Board has unanimous recommendation of the Special Committee, and, except for (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement Shareholder Approval and (ii) adopted this Agreement and approved the consummation filing of the transactions contemplated hereby, including Articles of Merger with the Merger, upon Secretary of State of the terms and subject to the conditions set forth herein. Except for the Company Stockholder ApprovalState of Texas, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, each of the Board of Directors of the Company and the Special Committee of the Board of Directors has resolved to recommend that the Company’s stockholders 's shareholders approve this Agreement and the transactions contemplated hereby (including the “Company Special Committee's recommendation, the "Recommendation”) and directed that this Agreement be submitted to the holders of Company Common Stock for approval"). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors' rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity, and any implied covenant of good faith and fair dealing (the "Bankruptcy and Equity Exception").

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Seller has the all requisite corporate power and authority to enter into this Agreement andand all related agreements to be executed by Seller pursuant to this Agreement and the transactions contemplated hereby (collectively, subject to receipt of the Company Stockholder Approval, “Related Agreements”) and to consummate the transactions contemplated herebyhereby and thereby. The execution execution, delivery and delivery performance of this Agreement Agreement, and all Related Agreements, by Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Company Board, Board of Directors of Seller and approved by the Company Board has (i) determined that it is sole stockholder of Seller and such authorizations and approval have not been revoked and are in full force and effect. No other corporate proceedings or actions on the best interests part of the Company Company, Seller or Seller’s shareholder are necessary to authorize the Agreement, the Related Agreements and its stockholders, and declared it advisable, to enter into this Agreement and (ii) adopted this Agreement and approved the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein. Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Company Board has resolved to recommend that the Company’s stockholders approve by this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted to the holders of Company Common Stock for approvalRelated Agreements. This Agreement has been been, and upon execution and delivery of each Related Agreement, each such Related Agreement will have been, duly and validly executed and delivered by the Company Seller and, assuming this Agreement and each such Related Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, a valid and binding agreement of the Companyother parties hereto and thereto, constitutes a valid and binding agreement of Seller, enforceable against the Company Seller in accordance with its termsterms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and, in the case of the Merger, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company BoardBoard of Directors and, and except, in the Company Board has case of the Merger, for (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement Stockholder Approval and (ii) adopted this Agreement and approved the consummation filing of the transactions contemplated hereby, including Certificate of Merger with the Merger, upon Secretary of State of the terms and subject to the conditions set forth herein. Except for the Company Stockholder ApprovalState of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereofSubject to Section 5.2(d), the Company Board has resolved to recommend that the Company’s stockholders approve of Directors has, by resolutions duly adopted at a meeting duly called and held, (x) duly and validly approved and declared advisable this Agreement and the transactions contemplated hereby hereby, (y) determined that the “Company Recommendation”) and directed that transactions contemplated by this Agreement be submitted are advisable and in the best interests of the Company and its stockholders and (z) resolved to make the holders of Company Common Stock for approvalRecommendation. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Subthe Purchaser, constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement andand to consummate the transactions contemplated hereby subject, subject in the case of the consummation of the Merger, to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board, and Board of Directors of the Company Board has and, except with respect to the Merger for (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement Stockholder Approval and (ii) adopted this Agreement and approved the consummation filing of the transactions contemplated hereby, including Certificate of Merger with the Merger, upon the terms and subject to the conditions set forth herein. Except for the Company Stockholder ApprovalSecretary of State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Company Board has resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted to the holders of Company Common Stock for approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (y) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (z) equitable remedies 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 (the “Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board, and the Company Board has (i) determined that it is in the best interests of Directors of the Company and its stockholdersand, and declared it advisable, to enter into this Agreement and (ii) adopted this Agreement and approved the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein. Except except for the Company Stockholder ApprovalApproval (assuming Parent is not an “interested stockholder” under Section 203 of the DGCL), no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereofSecond Amendment Date, the Board of Directors of the Company Board has unanimously (among the directors present and voting) resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted to the holders of Company Common Stock for approval). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company, Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder ApprovalApproval (as hereinafter defined), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company BoardBoard of Directors of the Company, and acting upon the Company Board has unanimous recommendation of the Special Committee, and, except for (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement Stockholder Approval and (ii) adopted this Agreement and approved the consummation filing of the transactions contemplated hereby, including Certificate of Merger with the Merger, upon Secretary of State of the terms and subject to the conditions set forth herein. Except for the Company Stockholder ApprovalState of Kansas, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, each of the Board of Directors of the Company (with 3 directors abstaining) and the Special Committee of the Board of Directors has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (including the Special Committee’s recommendation, the “Company Recommendation”) and directed that this Agreement be submitted to the holders of Company Common Stock for approval). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder ApprovalShareholder Approval (as defined in Section 4.5), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board, and acting upon the Company Board has (i) determined that it is in the best interests unanimous recommendation of the Company and its stockholdersSpecial Committee, and declared it advisableand, to enter into this Agreement and (ii) adopted this Agreement and approved the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein. Except except for the Company Stockholder Shareholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, each member of the Company Board (with the Chairman of the Board abstaining) and the Special Committee of the Board has unanimously resolved to recommend that the Company’s stockholders shareholders approve this Agreement and the transactions contemplated hereby (including the Special Committee’s recommendation, the “Company Recommendation”) and directed that this Agreement be submitted to the holders of Company Common Stock for approval). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Subthe Buyer, constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Buyer has the all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to receipt and each of the Company Stockholder Approvalother Transaction Documents to which it is a party, to perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution execution, delivery and delivery performance of this Agreement and each of the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Company Board, part of Buyer and the Company Board has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and (ii) adopted this Agreement and approved the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein. Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company Buyer are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Company Board has resolved to recommend that the Company’s stockholders approve this Agreement hereby and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted to the holders of Company Common Stock for approvalthereby. This Agreement has and each of the other Transaction Documents to which Buyer is a party have been duly and validly executed and delivered by the Company Buyer and, assuming this Agreement and the other Transaction Documents each constitutes the legal, valid and binding agreement of Parent Seller and Merger Subthe other parties thereto, constitutes this Agreement and each of the legal, other Transaction Documents to which Buyer is a party constitute the valid and binding agreement of the CompanyBuyer, enforceable against the Company Buyer in accordance with its their terms, except to the extent such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder ApprovalApproval (as defined in Section 3.18), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board, and unanimous vote of the Company Board has (i) determined that it is in the best interests of Directors of the Company and, (assuming the accuracy of Parent’s representation and its stockholders, and declared it advisable, to enter into this Agreement and (iiwarranty contained in Section 4.11) adopted this Agreement and approved the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein. Except except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As The Board of Directors of the date hereof, the Company Board has resolved to recommend unanimously determined (x) that the Company’s stockholders approve Merger is advisable and that this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that by this Agreement be submitted are fair to and in the holders best interest of the Company Common Stock for approvaland its stockholders and (y) as of the date of this Agreement, to recommend that such stockholders vote in favor of the adoption of this Agreement and approval of the Merger and the other transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, a valid and binding agreement of Parent and Merger Subthe other parties hereto, constitutes the legal, a valid and binding agreement of the Company, enforceable against the Company in accordance with its termsterms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board, and board of directors of the Company Board has and, except for (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement Stockholder Approval and (ii) adopted this Agreement and approved the consummation filing of the transactions contemplated hereby, including Certificate of Merger with the Merger, upon Secretary of State of the terms and subject to the conditions set forth herein. Except for the Company Stockholder ApprovalState of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As Subject to Section 5.02(d), the board of directors of the date hereofCompany has unanimously, by resolutions duly adopted at a meeting duly called and held, (x) approved and declared advisable this Agreement and the transactions contemplated hereby, (y) determined that the terms of this Agreement are fair to, and in the best interests of, the Company Board has and its stockholders and (z) resolved to recommend that the Company’s stockholders approve vote in favor of adoption of this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted to the holders of Company Common Stock for approval). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject and to receipt of the Company Stockholder Approval, to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board, and the Company Board has (i) determined that it is in the best interests of Directors of the Company and its stockholdersand, and declared it advisable, to enter into this Agreement and (ii) adopted this Agreement and approved the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein. Except except for obtaining the Company Stockholder ApprovalApproval and the filing of the Certificate of Merger or the Certificate of Ownership and Merger, as applicable, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As The Board of Directors of the date hereofCompany approved for purposes of Section 203 of the DGCL the execution and delivery by DCNA, the Purchaser and the Company Board has resolved to recommend that the Company’s stockholders approve of this Agreement and the Stock Purchase Agreement by DCNA and DDC Holdings and the consummation of the transactions contemplated hereby (and thereby and has taken all appropriate action so that Section 203 of the “Company Recommendation”) and directed that this Agreement be submitted DGCL, with respect to the holders Company, will not be applicable to DCNA and the Purchaser by virtue of Company Common Stock for approvalsuch actions or otherwise. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, a valid and binding agreement of Parent DCNA and Merger Subthe Purchaser, constitutes the legal, a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and the availability of equitable relief.