Common use of Corporate Authorization; Enforceability Clause in Contracts

Corporate Authorization; Enforceability. (a) The Company has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Company Board, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. No other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders, and (iii) resolved to recommend that the Company’s stockholders vote in favor of adoption of this Agreement (the “Company Board Recommendation”) and directed that the Agreement be submitted to the holders of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for the Company to adopt this Agreement and for the Company to consummate the Merger and the other transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, relating to creditor’s rights generally, (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity), and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be brought.

Corporate Authorization; Enforceability. (a) The Company has the all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and and, subject to adoption of this Agreement by the Requisite Company Vote, to consummate the Merger and the other transactions contemplated by this Agreement. The Company Board, subjectat a duly held meeting, has unanimously (i) determined that this Agreement and the transactions contemplated hereby (including the Merger) are in the case best interests of the MergerCompany and its stockholders, and has declared it advisable to receipt of enter into this Agreement with Parent and Merger Sub, (ii) approved the Requisite Stockholder Vote. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Company Board, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. No other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that including the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholdersMerger, and (iii) resolved to recommend that the Company’s stockholders vote in favor of adoption of the Company adopt this Agreement (the “Company Board Recommendation”) and directed that the Agreement such matter be submitted to the holders for consideration of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for at the Company to adopt Stockholders Meeting. The execution, delivery and performance of this Agreement and for by the Company to consummate the Merger and the other consummation by the Company of the transactions contemplated herebyby this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, subject to the Requisite Company Vote. (b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except subject to the extent that the enforcement thereof may be limited by (i) effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws, now or hereafter in effect, relating to creditor’s laws affecting creditors’ rights generally, general equitable principles (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding at law in equity or in equity), law) and (iii) the remedy an implied covenant of specific performance good faith and injunctive and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be broughtfair dealing.

Corporate Authorization; Enforceability. (a) The Company has the all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and and, subject to adoption of this Agreement by the Requisite Company Vote, to consummate the Merger and the other transactions contemplated by this Agreement. The Board of Directors of the Company (the “Company Board”), subjectacting upon the unanimous recommendation of the Special Committee, at a duly held meeting has, by unanimous vote of all of the directors (other than Xxxxxx Xxxxxxxx, who abstained), (i) determined that it is in the case best interests of the MergerCompany and its stockholders (other than stockholders who invest in Parent or MergerCo), and declared it advisable, to receipt of enter into this Agreement with MergerCo and SibCo, (ii) approved the Requisite Stockholder Vote. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Company Board, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. No other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that including the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholdersMerger, and (iii) resolved to recommend that the Company’s stockholders vote in favor of adoption of the Company adopt this Agreement (including the recommendation of the Special Committee, the “Company Board Recommendation”) and directed that the Agreement such matter be submitted to the holders for consideration of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for at the Company to adopt Stockholders Meeting. The execution, delivery and performance of this Agreement and for by the Company to consummate the Merger and the other consummation by the Company of the transactions contemplated herebyby this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, subject to the Requisite Company Vote. (b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent MergerCo and Merger SubSibCo, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, relating to creditor’s rights generally, (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity), and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be brought.

Corporate Authorization; Enforceability. (a) The Company has the all requisite corporate power and authority to enter into into, execute, deliver and to perform its obligations under this Agreement and the Ancillary Agreements to which it is a party and to consummate the Merger transactions contemplated hereby and thereby. The Company Board, at a meeting duly called and held prior to the execution of this Agreement, duly: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement with Parent and Purchaser, (ii) approved the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Offer, the Merger, the Top-Up Option and the issuance of shares of Common Stock upon the exercise thereof and the other transactions contemplated by this Agreementhereby, subject, in and (iii) resolved to recommend that the case stockholders of the MergerCompany accept the Offer, tender their Shares to receipt of Purchaser pursuant to the Requisite Stockholder VoteOffer and adopt this Agreement (the “Company Board Recommendation”). The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation by the Company of the Merger and the other transactions contemplated hereby have been and thereby will be duly and validly authorized by the Company Board, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. No other all necessary corporate proceedings action on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders, and (iii) resolved to recommend that the Company’s stockholders vote in favor of adoption of this Agreement (the “Company Board Recommendation”) and directed that the Agreement be submitted to the holders of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for the Company to adopt this Agreement and for the Company to consummate the Merger and the other transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger SubPurchaser, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. The Ancillary Agreements to which the Company is a party, except to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, relating to creditor’s rights generally, (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity), and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion as of the Governmental Entity before which any enforcement proceeding therefor may be broughtAcceptance Time, will have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of such Ancillary Agreements by the other parties thereto, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with their respective terms.

Corporate Authorization; Enforceability. (a) The Company has the all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and and, subject to adoption of this Agreement by the Requisite Company Vote in the case of the consummation of the Merger, to consummate the Merger transactions contemplated by this Agreement. The Company Board, at a meeting duly called and held prior to the execution of this Agreement, duly: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement with Parent and Purchaser, (ii) approved the execution, delivery and performance of this Agreement, including the Offer, the Merger, the Top-Up Option and the issuance of Shares of Common Stock upon the exercise thereof and the other transactions contemplated by hereby, (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and adopt this AgreementAgreement and, subject, in the case of if required to consummate the Merger, to receipt vote their Shares in favor of the Requisite Stockholder Voteadoption of this Agreement (clauses, (i), (ii) and (iii) collectively, the “Company Board Recommendation”) and (iv) directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholders Meeting. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by all necessary corporate action on the Company Boardpart of the Company, subject, except in the case of the Merger, Merger which is subject to receipt of the Requisite Stockholder Company Vote. No other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders, and (iii) resolved to recommend that the Company’s stockholders vote in favor of adoption of this Agreement (the “Company Board Recommendation”) and directed that the Agreement be submitted to the holders of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for the Company to adopt this Agreement and for the Company to consummate the Merger and the other transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger SubPurchaser, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, terms except to the extent that the enforcement thereof as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws, now Laws affecting or hereafter in effect, relating to creditor’s creditors’ rights generally, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity), and (iii) the remedy of specific performance and injunctive and other forms availability of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be broughtremedies.

Corporate Authorization; Enforceability. (a) The Company has the requisite all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and and, subject to Stockholder Approval in the case of the consummation of the Merger, to consummate the Merger and the other transactions contemplated by this Agreement. (b) The Special Committee, subject, at a meeting duly called and held prior to the execution of this Agreement at which all directors who were members of the Special Committee were present and having received the Opinion of the Special Committee Financial Advisor: (i) determined that the Merger and this Agreement are fair and are in the case best interests of the Company and its stockholders (other than members of the Purchaser Group) and declared them advisable; and (ii) unanimously recommended that the Company Board approve this Agreement and the transactions contemplated hereby, including the Merger, to receipt which recommendation of the Requisite Stockholder Vote. Special Committee has not as of the date of this Agreement been rescinded, modified or withdrawn in any way. (c) The Company Board, at a meeting duly called and held prior to the execution of this Agreement at which all directors were present (other than Xxxxxxxxxx Xxxx who recused himself from the meeting due to his affiliation with the Purchaser), acting on the unanimous recommendation of the Special Committee, in accordance with the DGCL, duly and unanimously: (i) determined that the Merger and this Agreement are fair to, and are in the best interests of, the Company and its stockholders (other than members of the Purchaser Group), and declared them advisable; and (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; and (iii) resolved to recommend that the stockholders of the Company adopt this Agreement and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholders’ Meeting, (clauses (i) through (iii) inclusive, and including the recommendation of the Special Committee, the Company Board Recommendation). (d) The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by all necessary corporate action on the Company Boardpart of the Company, subject, except in the case of the MergerMerger which is subject to the Stockholder Approval, to receipt of the Requisite Stockholder Vote. No and no other corporate proceedings on the part of the Company are necessary to approve authorize the execution, delivery and performance of this Agreement or to consummate and the Merger or consummation of the other transactions transactions, including the Merger, contemplated hereby other than, in : (i) with respect to the case consummation of the Merger, the Requisite filing with the SEC of the Company Proxy Statement with respect to, and the receipt of, the Stockholder Vote and Approval; (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of as required by the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and held, ; and (iiii) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair tosuch other filings as may be required under, and in compliance with the best interests other applicable requirements of, the Company HSR Act, the Exchange Act and its stockholders, and (iii) resolved to recommend that the Company’s stockholders vote in favor of adoption of this Agreement (the “Company Board Recommendation”) and directed that the Agreement be submitted to the holders of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for the Company to adopt this Agreement and for the Company to consummate the Merger and the other transactions contemplated herebyapplicable Law. (be) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent the Purchaser and Merger Sub, constitutes a legally valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except terms (subject to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or other moratorium and similar Laws, now or hereafter in effect, laws of general applicability relating to creditor’s creditors’ rights generally, (ii) and to general equity principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law or in equitylaw), and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be brought.

Corporate Authorization; Enforceability. (a) The Company has the all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and and, subject to adoption of this Agreement by the Company Stockholder Approval, to consummate the transactions contemplated by this Agreement. The Company Board, at a meeting duly called and held prior to the execution of this Agreement, duly and unanimously: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement with Parent and Purchaser, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the other transactions contemplated by this Agreementhereby, subject, in and (iii) resolved to recommend that the case stockholders of the Merger, to receipt Company adopt this Agreement (the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the Requisite stockholders of the Company at the special meeting of the stockholders of the Company to be held to consider the adoption of this Agreement (as such special meeting may be adjourned or reconvened from time to time, the “Company Stockholder VoteMeeting”). The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by all necessary corporate action on the Company Boardpart of the Company, subject, except in the case of the Merger, Merger which is subject to receipt of the Requisite Stockholder Vote. No other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of as required by the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders, and (iii) resolved to recommend that the Company’s stockholders vote in favor of adoption of this Agreement (the “Company Board Recommendation”) and directed that the Agreement be submitted to the holders of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for the Company to adopt this Agreement and for the Company to consummate the Merger and the other transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger SubPurchaser, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforcement thereof as may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws, now Law affecting or hereafter in effect, relating to creditor’s enforcement of creditors’ rights generally, (ii) generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity), and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be brought.

Corporate Authorization; Enforceability. (a) The Company has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case Each of the Merger, to receipt of the Requisite Stockholder Vote. The execution, delivery Transaction Agreements and performance all instruments required by the Company of this Agreement and the consummation Transaction Agreements to be delivered by the Company of Corporation at the Merger and the other transactions contemplated hereby Closing have been duly and validly authorized by the Company Board, subject, in the case of the Merger, to receipt of the Requisite Stockholder VoteCorporation. No other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders, and (iii) resolved to recommend that the Company’s stockholders vote in favor of adoption of this Agreement (the “Company Board Recommendation”) and directed that the Agreement be submitted to the holders of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for the Company to adopt this Agreement and for the Company to consummate the Merger and the other transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution Corporation and delivery of this Agreement by Parent and Merger Sub, constitutes is a valid and binding agreement obligation of the CompanyCorporation, enforceable against the Company in accordance with its terms, except to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, relating to creditor’s rights generally, (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity), and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion usual exceptions as to bankruptcy and the availability of equitable remedies. At the Closing, each of the Governmental Entity before Transaction Agreements and all instruments required by the Transaction Agreements to be delivered by the Corporation at the Closing will be duly executed and delivered by the Corporation, and will be valid and binding obligations of the Corporation, enforceable in accordance with their respective terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies. (b) The issuance, sale and delivery of the Purchased Shares and the issuance and delivery of the Conversion Shares have been duly authorized by all requisite corporate action of the Corporation and will not violate any provision of law, any order of any court or other agency of government, the Amended Articles or the bylaws of the Corporation, or any provision of any indenture, agreement or other instrument to which the Corporation or any enforcement proceeding therefor may of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Corporation. (c) When issued in accordance with this Agreement, the Purchased Shares will be broughtvalidly issued, fully paid and non-assessable shares with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances, other than restrictions on transfer under the Transaction Agreements and under applicable federal, provincial and state securities laws. The Conversion Shares have been duly reserved for issuance upon conversion of the Purchased Shares and, when so issued, will be duly authorized, validly issued, fully paid and non-assessable shares with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed other than restrictions on transfer under the Transaction Agreements and under applicable federal, provincial and state securities laws. None of the issuance, sale or delivery of the Purchased Shares or the issuance or delivery of the Conversion Shares is subject to any preemptive right of the shareholders of the Corporation or to any right of first refusal or other right in favor of any person.

Corporate Authorization; Enforceability. (a) The Company has taken all corporate action (including all action required of its Board of Directors and stockholders) necessary to authorize its execution and delivery of the requisite corporate power and authority to enter into and to perform Documents, its performance of its obligations under this Agreement thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case its consummation of the Merger, to receipt of the Requisite Stockholder Vote. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Company Board, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. No other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders, and (iii) resolved to recommend that the Company’s stockholders vote in favor of adoption of this Agreement (the “Company Board Recommendation”) and directed that the Agreement be submitted to the holders of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purposethereby. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for the Company to adopt this Agreement and for the Company to consummate the Merger and the other transactions contemplated hereby. (b) This Agreement Each Document has been duly executed and delivered by an officer of the Company and, assuming the due in accordance with such authorization, execution and delivery of this Agreement by Parent and Merger Sub, . Each Document constitutes a valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except subject to the extent that the enforcement thereof may be limited by (i) applicable bankruptcy, reorganization, insolvency, reorganization, moratorium, fraudulent conveyance or other and similar Laws, now or hereafter in effect, relating laws affecting creditors' rights generally and to creditor’s rights generally, (ii) general principles of equity (regardless equity. The Shares, when issued in compliance with the provisions of whether such enforcement is considered in a proceeding at law or in equity)this Agreement, will be validly issued, fully paid and nonassessable, and in the case of the issuance of shares of Series E Preferred Stock, will have the rights, preferences and privileges described in the Certificate of Incorporation (iiias the same may be amended from time to time); the Warrant Shares issuable upon exercise of the Warrant, when issued in compliance with the provisions of this Agreement and the Certificate of Incorporation, will be validly issued, fully paid and nonassessable; the Common Stock issuable upon conversion of any of the Shares and the Warrant Shares when issued in compliance with the provisions of this Agreement and the Certificate of Incorporation, will be validly issued, fully paid and nonassessable; and the Shares and the Warrant Shares (including shares of Common Stock issuable upon conversion of any of the Shares and the Warrant Shares) will be free of any liens or encumbrances other than any liens or encumbrances created by the remedy Investor; provided, however, that the Shares , the Warrant Shares and the Common Stock issuable upon conversion of specific performance any of the Shares and injunctive and other forms of equitable relief being the Warrant Shares (if applicable) are subject to the discretion restrictions on transfer under "blue-sky", state and/or Federal securities laws and pursuant to the Stockholders Agreement. The Shares and the Warrant Shares shall not be subject to any preemptive rights or rights of first refusal except as set forth herein or in the Governmental Entity before which any enforcement proceeding therefor may be broughtStockholders Agreement.

Corporate Authorization; Enforceability. (a) The Company Each of Parent and Merger Sub has the requisite corporate all necessary power and authority to enter into and this Agreement, to perform its their obligations under this Agreement hereunder and to consummate the Transactions. The respective boards of directors of Parent and Merger Sub have, on the terms and subject to the conditions set forth herein, approved this Agreement and the other transactions contemplated by Transactions, declared it advisable for Parent and Merger Sub, respectively, to enter into this AgreementAgreement and approved the execution, subjectdelivery and performance of this Agreement in accordance with its terms, and in the case of the Mergerboard of directors of Merger Sub, recommended that Parent, in its capacity as the sole stockholder of Merger Sub, adopt this Agreement. Parent, in its capacity as the sole stockholder of Merger Sub, has executed and delivered a written consent adopting this Agreement, such consent by its terms to receipt become effective immediately following the execution and delivery of this Agreement. Except as expressly set forth in this Section 4.3, no other corporate action (including any stockholder vote or other action) on the Requisite Stockholder Vote. The part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Company Board, subject, in the case of the Merger, to receipt of the Requisite Stockholder VoteTransactions. No other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders, and (iii) resolved to recommend that the Company’s stockholders vote in favor of adoption of this Agreement (the “Company Board Recommendation”) and directed that the Agreement be submitted to the holders of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for the Company to adopt this Agreement and for the Company to consummate the Merger and the other transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding agreement of this Agreement by each of Parent and Merger Sub, constitutes a valid and binding agreement of the Company, enforceable against the Company each of them in accordance with its terms, except to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, relating to creditor’s rights generally, (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity), and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion Enforceability Exceptions. Assuming the accuracy of the Governmental Entity before which any enforcement proceeding therefor may be broughtrepresentations and warranties set forth in Article III, no Takeover Laws apply or will apply to Parent or Merger Sub pursuant to this Agreement or the Transactions.

Corporate Authorization; Enforceability. (a) The Company has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. The execution, delivery and performance by the Company Nasdaq of this Agreement and each of the Ancillary Agreements to which it will be a Party and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby are within Nasdaq’s corporate power and have been duly and validly authorized by all necessary corporate action on the Company Boardpart of Nasdaq, subject, in the case of the Merger, subject only to receipt of the Requisite Stockholder Vote. No other corporate proceedings on the part approval of the Company are necessary issuance of Nasdaq Shares by affirmative vote of the holders of a majority of the voting power of the Voting Securities (the “Stockholder Approval”). (b) This Agreement has been, and upon their execution each of the Ancillary Agreements to approve this Agreement or to consummate the Merger or which Nasdaq will be a Party will be, duly executed and delivered by Nasdaq and, assuming due authorization, execution and delivery by the other transactions contemplated hereby other thanParties hereto and thereto, in the case constitutes, and upon their execution each of the MergerAncillary Agreements to which Nasdaq will be a Party will constitute, the Requisite Stockholder Vote legal, valid and the filing binding agreements of the Certificate of Merger with the Secretary of State of the State of Delaware Nasdaq enforceable against Nasdaq in accordance with the provisions their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a Proceeding in equity or at law). (c) Subject to receipt of the DGCL. Subject Stockholder Approval, each of the Nasdaq Shares shall, when issued, be validly issued, free and clear of any Lien and free of any other restriction or limitation (including any restriction on the right to Section 5.3(dvote, sell or otherwise dispose of the Nasdaq Shares), the Company Board, acting upon the recommendation except as provided under applicable securities laws or as set forth in Nasdaq’s Amended and Restated Certificate of the Strategic Alternatives Committee, has unanimouslyIncorporation and Nasdaq’s By-Laws. (d) The Board of Directors, by resolutions duly adopted at a meeting duly called and held, has (i) approved and declared advisable determined that this Agreement Agreement, the Ancillary Agreements, and the transactions contemplated hereby, (ii) determined that the terms of this Agreement hereby and thereby are fair to, and in the best interests of, the Company of Nasdaq and its stockholders, stockholders and has recommended that the stockholders of Nasdaq approve the issuance of the Nasdaq Shares and (iiiii) resolved that Article Fourth, Section C.2 of Nasdaq's Amended and Restated Certificate of Incorporation shall not be applicable to recommend Excess Shares held by Borse Dubai or any Affiliate of Borse Dubai that becomes party to the Company’s stockholders vote in favor of adoption of this Nasdaq Stockholders' Agreement (the “Company Nasdaq Board RecommendationExemption”) if, but only if, (x) the Board of Directors has approved a Voting Limit Exemption with respect to Voting Securities held by any other Person and directed that the Agreement be submitted (y) Nasdaq has received all necessary approvals to the holders effectiveness of the Nasdaq Board Exemption from the Commission in accordance with Section 12.5 of Nasdaq's By-Laws (or any successor provision); provided, however, that if such resolutions provide that a Voting Limit Exemption covering fewer than all of such other Person’s Excess Shares for their adoption has become effective, then to the extent permissible by Nasdaq’s Amended and Restated Certificate of Incorporation, the Voting Percentage of the plan Voting Securities beneficially owned by Borse Dubai (including such Affiliates of merger contained in this Agreement at a stockholders meeting duly called Borse Dubai that become parties to the Nasdaq Stockholders' Agreement) may be voted (upon receipt of the Commission Approval); provided further, however, if the Voting Limit Exemption does not so limit H&F and held for SLP’s voting rights, then, upon receipt of the Commission Approval, neither shall Borse Dubai's voting rights (nor such purpose. Affiliates of Borse Dubai that become parties to the Nasdaq Stockholders' Agreement) be so limited. (e) The Requisite Stockholder Vote approval of the Commission with the respect to the Nasdaq Board Exemption (the “Commission Approval”) is the only vote of the holders approval of any class or series of capital stock of the Company necessary kind whatsoever required for the Company Nasdaq Board Exemption to adopt this Agreement and for the Company to consummate the Merger and the other transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by the Company andbe a legal, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes a valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, relating to creditor’s rights generally, (ii) general principles Nasdaq and right of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity), and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be broughtBorse Dubai.

Corporate Authorization; Enforceability. (a) The Company has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Company Board, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. No Except for the Requisite Stockholder Vote, no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCLhereby. Subject to Section 5.3(d5.3(e), the Company Board, acting upon the recommendation of the Strategic Alternatives Special Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders, and (iii) resolved to recommend that the Company’s stockholders vote in favor of adoption of this Agreement (the “Company Board Recommendation”) and directed that the Agreement be submitted to the holders of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for the Company to adopt this Agreement and for the Company to consummate the Merger and the other transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, relating to creditor’s rights generally, (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity), ) and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be brought.. Table of Contents

Corporate Authorization; Enforceability. (a) The Company has the all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and and, subject to adoption of this Agreement by the Requisite Company Vote in the case of the consummation of the Merger, to consummate the transactions contemplated by this Agreement. The Company Board, at a meeting duly called and held prior to the execution of this Agreement, duly and unanimously: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement with Parent and Purchaser, (ii) determined that the consideration to be paid in the Merger is fair to and in the best interests of the Company’s stockholders, (iii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the other transactions contemplated hereby, and (iv) resolved to recommend that the Company’s stockholders adopt and approve this Agreement, the Merger and the other transactions contemplated by this Agreement, subject, in Agreement (the case of the Merger, to receipt of the Requisite Stockholder Vote“Company Board Recommendation”). The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by all necessary corporate action on the Company Boardpart of the Company, subject, except in the case of the Merger, Merger which is subject to receipt of the Requisite Stockholder Company Vote. No other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders, and (iii) resolved to recommend that the Company’s stockholders vote in favor of adoption of this Agreement (the “Company Board Recommendation”) and directed that the Agreement be submitted to the holders of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for the Company to adopt this Agreement and for the Company to consummate the Merger and the other transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger SubPurchaser, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except subject to the extent that the enforcement thereof may be limited by (i) effect of any applicable bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws, now or hereafter in effect, relating laws affecting creditors’ rights generally and subject to creditor’s rights generally, (ii) the effect of general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity), and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be brought.

Corporate Authorization; Enforceability. (a) The Company has the all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and and, subject to approval of this Agreement by the Requisite Company Vote, to consummate the Merger and the other transactions contemplated by this Agreement, subjectincluding the Merger. The Company Board, acting upon the unanimous recommendation of the Special Committee, at a duly held meeting has, by unanimous vote of all of the directors, (i) determined that it is in the case best interests of the MergerCompany and its shareholders, and declared it advisable, to receipt of enter into this Agreement with Parent and MergerCo, (ii) approved the Requisite Stockholder Vote. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Company Board, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. No other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that including the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholdersMerger, and (iii) resolved to recommend that the Company’s stockholders vote in favor shareholders of adoption of the Company approve this Agreement (collectively with the recommendation of the Special Committee, the “Company Board Recommendation”) and directed that the Agreement such matter be submitted to the holders for consideration of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock shareholders of the Company at the Company Shareholders Meeting. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement (including the Merger) have been duly and validly authorized by all necessary for corporate action on the part of the Company and no further action is required on the part of the Company to adopt authorize the execution and delivery of this Agreement and for the Company or to consummate the Merger and the other transactions contemplated hereby, subject only to the Requisite Company Vote and the filing of the Articles of Merger. (b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger SubMergerCo, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except subject to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other moratorium and similar Laws, now or hereafter in effect, Laws of general applicability relating to or affecting creditor’s rights generally, (ii) and to general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity), and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be brought.

Corporate Authorization; Enforceability. (a) The Company has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and and, subject to adoption of this Agreement by the Requisite Company Vote, to consummate the Merger and the other transactions contemplated by this Agreement, subject, in . The board of directors of the case of Company (“Company Board”) has adopted resolutions (i) approving and declaring advisable the Merger, to receipt of the Requisite Stockholder Vote. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Company Board, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. No other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, by this Agreement; (ii) determined declaring that the terms of this Agreement are fair to, it is advisable and in the best interests of, of the stockholders of the Company that the Company enters into this Agreement and its stockholders, consummates the Merger on the terms and subject to the conditions set forth in this Agreement; (iii) resolved directing that adoption of this Agreement be submitted to recommend that a vote at a meeting of the stockholders of the Company’s ; and (iv) recommending to the stockholders vote in favor of adoption of the Company that they adopt this Agreement (the “Company Board Recommendation”) ). The execution, delivery and directed that performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement be submitted have been duly and validly authorized by all necessary corporate action on the part of the Company, subject to the holders of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for the Company to adopt this Agreement and for the Company to consummate the Merger and the other transactions contemplated herebyVote. (b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent the SibCos and the Merger SubCos, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except subject to the extent that the enforcement thereof may be limited by (i) effect of any applicable bankruptcy, insolvencyinsolvency (including all Laws related to fraudulent transfers), reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws, now or hereafter in effect, relating Laws affecting creditors’ rights generally and subject to creditor’s rights generally, (ii) the effect of general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equityexceptions, the “Enforceability Exceptions”), and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be brought.

Corporate Authorization; Enforceability. (a) The Company has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. The execution, delivery and performance by the Company Nasdaq of this Agreement and each of the Ancillary Agreements to which it will be a Party and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby are within Nasdaq’s corporate power and have been duly and validly authorized by all necessary corporate action on the Company Boardpart of Nasdaq, subject, in the case of the Merger, subject only to receipt of the Requisite Stockholder Vote. No other corporate proceedings on the part approval of the Company are necessary issuance of Nasdaq Shares by affirmative vote of the holders of a majority of the voting power of the Voting Securities (the “Stockholder Approval”). (b) This Agreement has been, and upon their execution each of the Ancillary Agreements to approve this Agreement or to consummate the Merger or which Nasdaq will be a Party will be, duly executed and delivered by Nasdaq and, assuming due authorization, execution and delivery by the other transactions contemplated hereby other thanParties hereto and thereto, in the case constitutes, and upon their execution each of the MergerAncillary Agreements to which Nasdaq will be a Party will constitute, the Requisite Stockholder Vote legal, valid and the filing binding agreements of the Certificate of Merger with the Secretary of State of the State of Delaware Nasdaq enforceable against Nasdaq in accordance with the provisions their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a Proceeding in equity or at law). (c) Subject to receipt of the DGCL. Subject Stockholder Approval, each of the Nasdaq Shares shall, when issued, be validly issued, free and clear of any Lien and free of any other restriction or limitation (including any restriction on the right to Section 5.3(dvote, sell or otherwise dispose of the Nasdaq Shares), the Company Board, acting upon the recommendation except as provided under applicable securities laws or as set forth in Nasdaq’s Amended and Restated Certificate of the Strategic Alternatives Committee, has unanimouslyIncorporation and Nasdaq’s By-Laws. Table of Contents (d) The Board of Directors, by resolutions duly adopted at a meeting duly called and held, has (i) approved and declared advisable determined that this Agreement Agreement, the Ancillary Agreements, and the transactions contemplated hereby, (ii) determined that the terms of this Agreement hereby and thereby are fair to, and in the best interests of, the Company of Nasdaq and its stockholders, stockholders and has recommended that the stockholders of Nasdaq approve the issuance of the Nasdaq Shares and (iiiii) resolved that Article Fourth, Section C.2 of Nasdaq’s Amended and Restated Certificate of Incorporation shall not be applicable to recommend Excess Shares held by Borse Dubai or any Affiliate of Borse Dubai that becomes party to the Company’s stockholders vote in favor of adoption of this Nasdaq Stockholders’ Agreement (the “Company Nasdaq Board RecommendationExemption”) if, but only if, (x) the Board of Directors has approved a Voting Limit Exemption with respect to Voting Securities held by any other Person and directed that the Agreement be submitted (y) Nasdaq has received all necessary approvals to the holders effectiveness of the Nasdaq Board Exemption from the Commission in accordance with Section 12.5 of Nasdaq’s By-Laws (or any successor provision); provided, however, that if such resolutions provide that a Voting Limit Exemption covering fewer than all of such other Person’s Excess Shares for their adoption has become effective, then to the extent permissible by Nasdaq’s Amended and Restated Certificate of Incorporation, the Voting Percentage of the plan Voting Securities beneficially owned by Borse Dubai (including such Affiliates of merger contained in this Agreement at a stockholders meeting duly called Borse Dubai that become parties to the Nasdaq Stockholders’ Agreement) may be voted (upon receipt of the Commission Approval); provided further, however, if the Voting Limit Exemption does not so limit H&F and held for SLP’s voting rights, then, upon receipt of the Commission Approval, neither shall Borse Dubai’s voting rights (nor such purpose. Affiliates of Borse Dubai that become parties to the Nasdaq Stockholders’ Agreement) be so limited. (e) The Requisite Stockholder Vote approval of the Commission with the respect to the Nasdaq Board Exemption (the “Commission Approval”) is the only vote of the holders approval of any class or series of capital stock of the Company necessary kind whatsoever required for the Company Nasdaq Board Exemption to adopt this Agreement and for the Company to consummate the Merger and the other transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by the Company andbe a legal, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes a valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, relating to creditor’s rights generally, (ii) general principles Nasdaq and right of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity), and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be broughtBorse Dubai.

Corporate Authorization; Enforceability. (a) The Company has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. The execution, delivery and performance by the Company Seller of this Agreement, and the Warrants, the Closing Escrow Agreement (as defined below), the Certificate of Designation, the Investor Rights Agreement, and each of the other documents executed pursuant to and in connection with this Agreement (collectively, the "Related Documents"), and the consummation of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Stock and the Warrants, and the subsequent issuance of the Conversion Shares upon conversion of the Preferred Stock and the Warrant Shares upon exercise of the Warrants) have been duly authorized, and no additional corporate or stockholder action is required pursuant to the rules of any stock exchange, market or bulletin board on which the Common Stock is traded or otherwise for the approval of this Agreement, the Related Documents or the consummation of the transactions contemplated hereby or thereby. The Conversion Shares and the Warrant Shares have been duly reserved for issuance by the Seller. This Agreement and the consummation Related Documents have been or, to the extent contemplated hereby or by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Company BoardRelated Documents, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. No other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders, and (iii) resolved to recommend that the Company’s stockholders vote in favor of adoption of this Agreement (the “Company Board Recommendation”) and directed that the Agreement will be submitted to the holders of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for the Company to adopt this Agreement and for the Company to consummate the Merger and the other transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by and constitute the Company andlegal, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes a valid and binding agreement of the CompanySeller, enforceable against the Company Seller in accordance with its their terms, except to the extent that the enforcement thereof as may be limited by (i) bankruptcy, reorganization, insolvency, reorganization, moratorium, fraudulent conveyance or other moratorium and similar Laws, now or hereafter in effect, laws of general application relating to creditor’s or affecting the enforcement of rights generallyof creditors, (ii) and except as enforceability of its obligations hereunder are subject to general principles of equity (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law or in equitylaw), and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be brought.

Corporate Authorization; Enforceability. (a) The Company has the all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and and, subject to adoption of this Agreement by the Requisite Company Vote, to consummate the Merger and the other transactions contemplated by this Agreement, subjectexcluding the Asset Sales. The Board of Directors of the Company (the “Company Board”), acting upon the unanimous recommendation of the Negotiation Committee, at a duly held meeting has, by unanimous vote of all of the directors (other than Xxxxxxx X. Xxxxxx and R. Xxxxxxxxxxx Xxxxx-Xxxxx, each of whom abstained), (i) determined that it is in the case best interests of the MergerCompany and its stockholders (other than stockholders who invest in Parent or MergerCo), and declared it advisable, to receipt of enter into this Agreement with Parent and MergerCo, (ii) approved the Requisite Stockholder Vote. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Company Board, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. No other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that including the terms of this Agreement are fair to, and in Merger but excluding the best interests of, the Company and its stockholdersAsset Sales, and (iii) subject to a Recommendation Change (as defined below) to the extent provided for under Section 5.3, resolved to recommend that the Company’s stockholders vote in favor of adoption of the Company adopt this Agreement (including the recommendation of the Negotiation Committee, the “Company Board Recommendation”) and directed that the Agreement such matter be submitted to the holders for consideration of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for at the Company to adopt Stockholders Meeting. The execution, delivery and performance of this Agreement and for by the Company to consummate the Merger and the other consummation by the Company of the transactions contemplated herebyby this Agreement, excluding the Asset Sales, have been duly and validly authorized by all necessary corporate action on the part of the Company, subject to obtaining the Requisite Company Vote. (b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger SubMergerCo, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, relating to creditor’s rights generally, (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity), ) and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be brought.

Corporate Authorization; Enforceability. (a) The Company has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. The execution, delivery and performance by the Company Seller of this Agreement, and the Warrants, the Closing Escrow Agreement (as defined below), the Notes, the Investor Rights Agreement, and each of the other documents executed pursuant to and in connection with this Agreement (collectively, the “Related Documents”), and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Company Boardthereby (including, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. No other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and heldbut not limited to, (i) approved the sale and declared advisable this Agreement delivery of the Notes and the transactions contemplated herebyWarrants, (ii) determined that the terms subsequent issuance of this Agreement are fair tothe New Securities upon conversion of the Notes, and in if applicable, (iii) the best interests ofsubsequent issuance of the Common Conversion Shares upon conversion of the New Securities or the Notes, the Company and its stockholdersas applicable, and (iiiiv) resolved the subsequent issuance of the Warrant Shares upon exercise of the Warrants) have been duly authorized, and no additional corporate or stockholder action is required pursuant to recommend the rules of any stock exchange, market or bulletin board on which the Common Stock is traded or otherwise for the approval of this Agreement, the Related Documents or the consummation of the transactions contemplated hereby or thereby; provided, however, that the Companyauthorization, designation and issuance of the New Securities, if applicable, would require approval of the Seller’s stockholders vote in favor Board of adoption Directors. The Warrant Shares have been duly reserved for issuance by the Seller. Upon the authorization and designation by the Seller of this the New Securities, if applicable, the Conversion Shares will be duly reserved for issuance by the Seller. This Agreement (and the “Company Board Recommendation”) and directed that the Agreement be submitted Related Documents have been or, to the holders of extent contemplated hereby or by the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for the Company to adopt this Agreement and for the Company to consummate the Merger and the other transactions contemplated hereby. (b) This Agreement has been Related Documents, will be duly executed and delivered by and constitute the Company andlegal, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes a valid and binding agreement of the CompanySeller, enforceable against the Company Seller in accordance with its their terms, except to the extent that the enforcement thereof as may be limited by (i) bankruptcy, reorganization, insolvency, reorganization, moratorium, fraudulent conveyance or other moratorium and similar Laws, now or hereafter in effect, laws of general application relating to creditor’s or affecting the enforcement of rights generallyof creditors, (ii) and except as enforceability of its obligations hereunder are subject to general principles of equity (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law or in equitylaw), and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be brought.

Corporate Authorization; Enforceability. (a) The Company has the all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and and, subject to adoption of this Agreement by the Requisite Company Vote, to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. The execution, delivery and performance by the Company Board of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Company Board, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. No other corporate proceedings on the part Directors of the Company are necessary to approve this Agreement or to consummate (the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL. Subject to Section 5.3(d), the “Company Board”), acting upon the unanimous recommendation of the Strategic Alternatives Special Committee, has unanimously, by resolutions adopted at a duly held meeting duly called and held, has unanimously (excluding Jxxxx Xxxxx) (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are Merger is fair to, and in the best interests of, of the Company and its stockholdersstockholders (other than the Contributing Stockholders), and declared it advisable to enter into this Agreement with Parent and MergerCo, (ii) adopted this Agreement and approved the Merger (as defined below), upon the terms and subject to the conditions set forth herein and (iii) resolved to recommend that the Company’s stockholders vote in favor of adoption of the Company approve this Agreement (including the recommendation of the Special Committee, the “Company Board Recommendation”) and directed that the Agreement such matter be submitted to the holders for consideration of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for at the Company to adopt Stockholders Meeting. The execution, delivery and performance of this Agreement and for by the Company to consummate the Merger and the other consummation by the Company of the transactions contemplated herebyby this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, subject to the Requisite Company Vote. (b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger SubMergerCo, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except subject to the extent that the enforcement thereof may be limited by (i) effect of any applicable bankruptcy, insolvencyinsolvency (including all laws relating to fraudulent transfers), reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws, now or hereafter in effect, relating laws affecting creditors’ rights generally and subject to creditor’s rights generally, (ii) the effect of general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity), and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be brought.

Corporate Authorization; Enforceability. (a) The Company has the all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and and, subject to adoption of this Agreement by the Requisite Company Vote in the case of the consummation of the Merger, to consummate the Merger and the other transactions contemplated by this Agreement. The Special Committee, subjectwhich is comprised solely of persons who (i) are “disinterested directors” (as defined in Section 302A.673 of the MBCA) and (ii) meet the qualifications set forth in Subdivision 2 of Section 302A.675 of the MBCA, in at a meeting duly called and held prior to the case execution of this Agreement at which all directors who were members of the Special Committee were present, duly and unanimously adopted resolutions approving, including without limitation for purposes of Section 302A.673 of the MBCA, this Agreement, and the transactions contemplated hereby, including the Offer, the Merger, the Top-Up Option and the issuance of Shares of Common Stock upon the exercise thereof. The Company Board, at a meeting duly called and held prior to receipt the execution of this Agreement, and acting on the unanimous recommendation of the Requisite Stockholder Vote. The Special Committee, duly and unanimously: (i) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement with Parent and Purchaser, (ii) approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger transactions contemplated hereby, including the Offer, the Merger, the Top-Up Option and the issuance of Shares of Common Stock upon the exercise thereof and the other transactions contemplated hereby have been duly and validly authorized by the Company Board, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. No other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders, and (iii) resolved to recommend that the Company’s stockholders vote in favor shareholders of adoption of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the Offer and adopt this Agreement (including the recommendation of the Special Committee, the “Company Board Recommendation”) and directed that the Agreement such matter be submitted to the holders for consideration of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock shareholders of the Company necessary for at the Company to adopt Shareholders Meeting. The execution, delivery and performance of this Agreement and for by the Company to consummate and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, except in the case of the Merger and which is subject to the other transactions contemplated herebyRequisite Company Vote. (b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger SubPurchaser, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, relating to creditor’s rights generally, (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity), and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be brought.

Corporate Authorization; Enforceability. (a) The Company has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. The execution, delivery and performance by the Company Each of this Agreement and the consummation Warrant Certificates to be delivered by SunOpta at the Company of the Merger and the other transactions contemplated hereby Closing have been duly and validly authorized by the Company Board, subject, in the case of the Merger, to receipt of the Requisite Stockholder VoteSunOpta. No other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders, and (iii) resolved to recommend that the Company’s stockholders vote in favor of adoption of this Agreement (the “Company Board Recommendation”) and directed that the Agreement be submitted to the holders of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for the Company to adopt this Agreement and for the Company to consummate the Merger and the other transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution SunOpta and delivery of this Agreement by Parent and Merger Sub, constitutes is a valid and binding agreement obligation of the CompanySunOpta, enforceable against the Company in accordance with its terms, except to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, relating to creditor’s rights generally, (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity), and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion usual exceptions as to bankruptcy and the availability of equitable remedies. At the Closing, the Warrant Certificates to be delivered by SunOpta at the Closing will be duly executed and delivered by SunOpta, and will be valid and binding obligations of SunOpta, enforceable in accordance with their terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies. (b) The issuance, sale and delivery of the Governmental Entity before Purchased Warrants and the issuance and delivery of the Warrant Shares upon exercise of the Purchased Warrants in accordance with the terms of the Warrant Certificates have been duly authorized by all requisite corporate action of SunOpta and will not violate any provision of law, any order of any court or other agency of government, the articles or the bylaws of SunOpta, or any provision of any indenture, agreement or other instrument to which SunOpta or any enforcement proceeding therefor may of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of SunOpta. (c) When issued in accordance with this Agreement, the Purchased Warrants will be broughtvalidly issued with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed other than restrictions on transfer applicable federal, provincial and state securities laws. The Warrant Shares have been duly reserved for issuance upon exercise of the Purchased Warrants and, when so issued, will be duly authorized, validly issued, fully paid and non-assessable shares with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed other than restrictions on transfer under applicable federal, provincial and state securities laws. None of the issuance, sale or delivery of the Purchased Warrants or the issuance or delivery of the Warrant Shares is subject to any preemptive right of the shareholders of SunOpta or to any right of first refusal or other right in favor of any person.

Corporate Authorization; Enforceability. (a) The Company has the all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and and, subject to adoption of this Agreement by the Requisite Company Vote, to consummate the Merger and the other transactions contemplated by this Agreement. The Board of Directors of the Company (the "Company Board"), subjectacting upon the unanimous recommendation of the Special Committee, at a duly held meeting has unanimously (i) determined that it is in the case best interests of the MergerCompany and its shareholders, and declared it advisable, to receipt of enter into this Agreement with Parent and MergerCo, (ii) approved the Requisite Stockholder Vote. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Company Board, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. No other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby other than, in the case of the Merger, the Requisite Stockholder Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL. Subject to Section 5.3(d), the Company Board, acting upon the recommendation of the Strategic Alternatives Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that including the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholdersMerger, and (iii) resolved to recommend that the Company’s stockholders vote in favor shareholders of adoption of the Company adopt this Agreement (including the “recommendation of the Special Committee) (the "Company Board Recommendation”") and directed that the Agreement such matter be submitted to the holders for consideration of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock shareholders of the Company necessary for at the Company to adopt Shareholders Meeting. The execution, delivery and performance of this Agreement and for by the Company to consummate the Merger and the other consummation by the Company of the transactions contemplated herebyby this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, subject to the Requisite Company Vote. (b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger SubMergerCo, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except subject to the extent that the enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or and other similar Laws, now or hereafter in effect, relating to creditor’s rights generally, (ii) general Laws and principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity), affecting creditors rights and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be broughtremedies generally.