Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. The Company has the corporate power to enter into this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out its obligations hereunder and thereunder and to consummate the Merger. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Parent Option Agreement and the Company Option Agreement, the transactions contemplated hereby and thereby or the consummation of the Merger. This Agreement, the Parent Option Agreement and the Company Option Agreement have been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or principles governing the availability of equitable remedies.

Authority Relative to this Agreement. The Company has the all requisite corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, any other agreement required to carry out its obligations be entered into hereunder and thereunder and to consummate the Mergertransactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules). The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Purchased Securities and the consummation issuance and reservation for issuance of the Merger Conversion Shares) have been duly and validly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCLCompany, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, Agreement or to consummate the Parent Option transactions so contemplated (other than the approval of this Agreement and the Company Option Agreement, the transactions contemplated hereby and thereby or by the consummation requisite holders of the Mergeroutstanding shares of Common Stock). This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company Company, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement, the Parent Option Agreement and the Company Option Agreement constitute constitutes a valid and binding agreements obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with their its terms, except insofar as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar bankruptcy and other laws affecting creditors' creditors rights generallygenerally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), or and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles governing the availability of equitable remediesequity.

Authority Relative to this Agreement. The Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement Certificate of Designation, and the Company Option AgreementRegistration Rights Amendment (collectively, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby and thereby. The execution and delivery of this Agreement, each of the Parent Option Agreement and Transaction Documents by the Company Option Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by the Company's Board of Directors andall necessary corporate action, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this Agreementthe Transaction Documents or to consummate the transactions so contemplated, other than as contemplated by Section 4.1. The Special Committee (the Parent Option Agreement "Special Committee") of the Board of Directors (all of such committee members being Disinterested Directors) and the Board of Directors of the Company Option Agreement, have each determined that it is advisable and in the best interest of the holders of the Company's Common Stock for the Company to consummate the transactions contemplated hereby by this Agreement upon the terms and thereby or subject to the consummation conditions herein. Each of this Agreement and each of the Merger. This Agreement, the Parent Option Agreement and the Company Option Agreement have other Transaction Documents has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoPurchasers, this Agreementconstitutes a legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the Company, Company enforceable against the Company in accordance with their its terms, except insofar as enforceability that (i) such enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors' rights generallyrights, or principles governing and (ii) the availability remedy of specific performance and injunctive and other forms of equitable remediesrelief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and each of the Ancillary Agreements to which the Company Option Agreement, is a party (subject to carry out the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action"). The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement Ancillary Agreements by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by all necessary corporate action on the part of the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this AgreementAgreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than the Parent Option Company Stockholders' Action. This Agreement has been, and the Company Option AgreementAncillary Agreements will be, the transactions contemplated hereby and thereby or the consummation of the Merger. This Agreement, the Parent Option Agreement and the Company Option Agreement have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties heretohereto and thereto, this Agreementconstitutes, or, in the Parent Option Agreement and case of the Company Option Agreement constitute Ancillary Agreements, will constitute, legal, valid and binding agreements obligations of the Company, enforceable against the Company in accordance with their respective terms, except insofar as to the extent such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar laws relating to or affecting creditors' rights generally, creditors generally or by general equitable principles governing the availability (regardless of equitable remedieswhether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. The Subject only to the ------------------------------------ approval of the Company's stockholders described below, the Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Parent Stock Option Agreement and each instrument required hereby to be executed and delivered by it at the Company Option Agreement, Closing and to carry out perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the Parent Stock Option Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company Option Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other all necessary corporate proceedings action on the part of the Company are necessary Company, subject only to authorize the approval of this Agreement, the Parent Option Agreement and the Merger by the Company's stockholders under the DGCL and the Company Option Agreement, Charter by the transactions contemplated hereby and thereby or the consummation affirmative vote of the Mergerholders of a majority of outstanding shares of Company Common Stock. This Agreement, the Parent Option Agreement and the Company Stock Option Agreement have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, this Agreementas applicable, the Parent Option Agreement and the Company Option Agreement constitute legal, valid and binding agreements obligations of the Company, enforceable against the Company in accordance with their its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors' rights generallyand by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). The Board of Directors of the Company has determined that it is advisable and in the best interests of the Company's stockholders for the Company to enter into a business combination with Parent upon the terms and subject to the conditions of this Agreement, or principles governing and has recommended that the availability of equitable remediesCompany's stockholders approve and adopt this Agreement and the Merger.

Authority Relative to this Agreement. The Company has (subject to the corporate required actions and proceedings described in the following sentence) all necessary power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder and thereunder and to consummate the MergerTransactions. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger Transactions have been duly and validly authorized by the Company's Board of Directors andall necessary corporate action, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this AgreementAgreement or to consummate the Transactions (other than, with respect to the Merger, the Parent Option adoption of this Agreement by the holders of a majority of the then-outstanding Shares voting together as a single class and the Company Option Agreement, the transactions contemplated hereby and thereby or the consummation holders of a majority of the Mergerthen-outstanding Series A Shares, voting as a single class, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by Delaware Law). This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Purchaser, this Agreementconstitutes legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligations of the Company, enforceable against the Company in accordance with their its terms, except insofar as enforceability may be limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' creditor rights generallyand for general equitable and public policy principles. The Board has approved this Agreement and the Transactions and such approvals are sufficient so that the restrictions on, or principles governing and stockholder voting requirements relating to, business combinations set forth in Section 203(a) of Delaware Law and Article NINTH of the availability Restated Certificate of equitable remediesIncorporation shall not apply to the Transactions.

Authority Relative to this Agreement. The Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by the Company's Board of Directors andall necessary corporate action, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, Agreement or to consummate the Parent Option transactions so contemplated (other than the approval of the Merger and this Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock and Company Preferred Stock (voting on an as-converted basis) entitled to vote in accordance with the DGCL and the Company's Certificate of Incorporation and By-Laws, and the filing of the Certificate of Merger pursuant to DGCL). The Board of Directors of the Company Option Agreementhas determined that it is advisable and in the best interest of the Company's shareholders for the Company to enter into, and to consummate the transactions contemplated hereby by, this Agreement upon the terms and thereby or subject to the consummation conditions of the Mergerthis Agreement. This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoGT and Merger Sub, this Agreementas applicable, the Parent Option Agreement and the Company Option Agreement constitute constitutes a legal, valid and binding agreements obligation of the Company, enforceable against the Company in accordance with their its terms, except insofar as that such enforceability may be limited by applicable subject to (i) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting or relating to enforcement of creditors' rights generally, or principles governing the availability of generally and (ii) general equitable remediesprinciples.

Authority Relative to this Agreement. The Company Inprise has the full corporate power and authority to enter into this AgreementAgreement and, subject to obtaining the Parent Option Agreement and the Company Option AgreementInprise Shareholders' Approval (as defined in Section 6.03(b)), to carry out perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby. The execution On or prior to the date hereof, the execution, delivery and delivery performance of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, Inprise and the consummation by the Company Inprise of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly authorized and validly approved by the Company's Board of Directors andof Inprise, except for the approval Board of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing Directors of the Certificate Inprise has recommended adoption of Merger as required this Agreement by the GCLshareholders of Inprise and directed that this Agreement be submitted to the shareholders of Inprise for their consideration, and no other corporate proceedings on the part of the Company Inprise or its shareholders are necessary to authorize the execution, delivery and performance of this Agreement, the Parent Option Agreement by Inprise and the Company Option Agreement, consummation by Inprise of the transactions contemplated hereby and thereby or hereby, other than obtaining the consummation of the MergerInprise Shareholders' Approval. This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company Inprise and, assuming due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreementconstitutes a legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements agreement of the Company, Inprise enforceable against the Company Inprise in accordance with their its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or principles governing the availability of equitable remediesat law).

Authority Relative to this Agreement. The Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder and thereunder and and, subject to, in the case of the consummation of the Merger, obtaining the Stockholder Approval, to consummate the MergerTransactions. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this AgreementAgreement or to consummate the Transactions (other than, with respect to the Parent Option Agreement Merger, obtaining the Stockholder Approval and the Company Option Agreement, filing and recordation of appropriate merger documents as required by the transactions contemplated hereby and thereby or the consummation of the MergerDGCL). This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, this Agreementconstitutes a legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the Company, enforceable against the Company in accordance with their its terms, except insofar as such enforceability may be limited by applicable bankruptcybankruptcy (including all Laws related to fraudulent transfer), insolvency, reorganization, moratorium reorganization or similar laws Law affecting creditors' ’ rights generallygenerally and by general equitable principles (the “Enforceability Exceptions”). The Company Board has approved this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the execution, delivery or principles governing performance of this Agreement and the availability consummation of equitable remediesthe Transactions. No “fair price,” “moratorium,” “control shares acquisition,” “business combination” or other similar anti-takeover Law (including Section 203 of the DGCL) enacted under any federal, state, local or foreign Laws applicable to the Company is applicable to this Agreement or the Transactions.

Authority Relative to this Agreement. The Each of the Company and Holdings has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder and thereunder and and, subject to receiving the Requisite Company Stockholder Approval, to consummate the MergerTransactions. The execution and delivery of this Agreement, the Parent Option Agreement and by each of the Company Option Agreement by the Company, and Holdings and the consummation by each of the Company and Holdings of the transactions contemplated hereby and thereby and the consummation of the Merger Transactions have been duly and validly authorized by the Company's Board of Directors andall necessary corporate action, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company or Holdings are necessary to authorize this AgreementAgreement or to consummate the Transactions (other than, with respect to the Mergers, the Parent Option Requisite Company Stockholder Approval, which the Written Consent shall satisfy, the approval and adoption of this Agreement by the holders of a majority of the then outstanding shares of Holdings Common Stock and the Company Option Agreement, filing and recordation of appropriate merger documents as required by the transactions contemplated hereby and thereby or the consummation of the MergerDGCL). This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and Holdings and, assuming the due authorization, execution and delivery by the other parties heretoSPAC and Merger Sub, this Agreementconstitutes a legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the CompanyCompany and Holdings, enforceable against the Company and Holdings in accordance with their its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors' ’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Mergers, this Agreement, any Ancillary Agreement or principles governing any of the availability other Transactions. To the knowledge of equitable remediesthe Company, no other state takeover statute is applicable to the Mergers or the other Transactions.

Authority Relative to this Agreement. The Company has the all necessary corporate power and authority to: (i) execute, deliver and perform this Agreement and each Ancillary Agreement that the Company has executed or delivered or is to enter into execute or deliver pursuant to this Agreement, the Parent Option Agreement and the Company Option Agreement, to (ii) carry out its the Company’s obligations hereunder and thereunder and and, subject to the Company Stockholder Approval, to consummate the transactions contemplated hereby and thereby (including the Merger). The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company has been duly and validly authorized by all necessary corporate action on the part of the Company (including the approval by its board of directors and its stockholders as required by the Charter Documents of the Company, the ). The consummation by the Company of the transactions contemplated hereby (including the Merger) has been, or will be, duly and thereby and validly authorized by all necessary corporate action on the consummation part of the Merger have been duly authorized Company (including the approval by the Company's Board its board of Directors directors and, except for prior to the approval of Closing, its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no DGCL). No other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Parent Option Agreement and the Company Option Agreement, or to consummate the transactions contemplated hereby and thereby or the consummation of the Mergerhereby. This Agreement, the Parent Option Agreement and the Company Option each Ancillary Agreement have to which it is a party has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties heretohereto or thereto, this Agreement, constitutes the Parent Option Agreement and the Company Option Agreement constitute valid legal and binding agreements obligation of the Company, enforceable against the Company in accordance with their its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors' ’ rights generally, or generally and by general principles governing the availability of equitable remediesequity.

Authority Relative to this Agreement. The Company has the full corporate power and authority to enter into execute, deliver and perform this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby. The execution This Agreement has been duly and validly adopted by the Board, and the execution, delivery and performance of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought the Merger by the holders of at the stockholders meeting contemplated by Section 7.4 hereof and the filing least two-thirds of the Certificate of Merger as required by outstanding Shares in accordance with the GCLBCL, no other corporate proceedings actions on the part of the Company are necessary to authorize this Agreement, the Parent Option Agreement and the Company Option Agreement, or to consummate the transactions contemplated hereby hereby, including the acquisition of Shares pursuant to the Offer and thereby or the consummation of the Merger. This Agreement, The Company has taken all actions necessary to render Section 912 of the Parent Option Agreement BCL to be inapplicable to such transactions and the Company Option transactions contemplated by the Shareholder Tender Agreements. This Agreement have has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement, the Parent Option Agreement and the Company Option Agreement constitute Purchaser, constitutes a valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their its terms, except insofar as to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar other laws affecting the enforcement of creditors' rights generallygenerally as at the time in effect and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or principles governing the availability of equitable remediesat law.

Authority Relative to this Agreement. The Company has the full corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, Agreement or to consummate the Parent Option transactions so contemplated (other than the adoption of this Agreement by the stockholders of the Company in accordance with the DGCL and the Company Option Agreement, the transactions contemplated hereby Certificate of Incorporation and thereby or the consummation By-Laws of the MergerCompany). This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company Company, and, assuming due authorization, execution subject insofar as Article II of this Agreement is concerned to the approval and delivery adoption of this Agreement by the other parties heretostockholders of the Company, this Agreement, constitutes the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their its terms, except insofar as to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or similar other laws affecting the enforcement of creditors' rights generally, or generally and by principles governing of equity regarding the availability of equitable remedies. The Company and its Board of Directors have approved this Agreement and the Stockholder Agreement and the transactions contemplated hereby and thereby, including, without limitation, the Offer, the Merger and the agreements by the Selling Stockholders to tender their Shares, and the Company and the Board of Directors have taken all steps necessary to render Section 203 of the DGCL inapplicable to this Agreement, the Stockholder Agreement and the transactions contemplated hereby and thereby, including without limitation, the Merger, the Offer (regardless of whether this Agreement is terminated) and the agreements by the Selling Stockholders to tender their Shares (regardless of whether this Agreement is terminated).

Authority Relative to this Agreement. The Subject to the approval and adoption of this Agreement by the Company's stockholders, the Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder and thereunder and to consummate the MergerTransactions. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this AgreementAgreement or to consummate the Transactions (other than, with respect to the Merger, the Parent Option approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the Company Option Agreement, filing and recordation of appropriate merger documents as required by the transactions contemplated hereby and thereby or the consummation of the MergerDGCL). This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, this Agreementconstitutes a legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the Company, enforceable against the Company in accordance with their its terms, except insofar as enforceability may be limited by subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' rights generallygenerally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or principles governing any of the availability Transactions. To the knowledge of equitable remediesthe Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. The Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by all necessary corporate action on the part of the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated including such authorization by Section 7.4 hereof and the filing each of the Certificate of Merger as required by the GCLCompany Boards, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement, or to consummate the transactions contemplated hereby hereby. Except for the vote of the Company Shareholders to approve the Post-Closing Reorganization, no vote of, or consent by, the holders of any class or series of capital stock or Voting Debt issued by the Company is necessary to authorize the execution and thereby delivery by the Company of this Agreement or the consummation by it of the Mergertransactions contemplated hereby. This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoBuyer, this Agreement, the Parent Option Agreement and the Company Option Agreement constitute valid constitutes legal and binding agreements obligations of the Company, enforceable against the Company in accordance with their its terms, except insofar as enforceability to the extent that (i) enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' rights generallycreditor rights, (ii) the enforcement thereof may be limited by general equitable principles (regardless of whether such enforcement is considered in a proceeding at law or principles governing in equity), and (iii) the availability remedy of specific performance and injunctive and other forms of equitable remediesrelief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. The Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the documents contemplated hereby or thereby or executed in connection herewith or therewith to which the Company is a party (the Option AgreementAgreement and such other agreements and documents, collectively, the "Ancillary Documents"), to carry out perform its obligations hereunder and thereunder and and, subject to adoption of this Agreement by the Required Company Vote (as defined in Section 4.13), if required by applicable Laws, to consummate the Mergertransactions contemplated hereby and thereby (the "Transactions"). The execution and delivery of this Agreement, the Parent Option Agreement and any Ancillary Document by the Company Option Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger Transactions have been duly and validly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof all necessary corporate action and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this AgreementAgreement or any Ancillary Document or to consummate the Transactions (other than (i) the Required Company Vote, if required by applicable Laws, and (ii) the Parent Option Merger Filing). This Agreement and the Company Option Agreement, the transactions contemplated hereby and thereby any Ancillary Document have each been or the consummation of the Merger. This Agreement, the Parent Option Agreement and the Company Option Agreement have been will be duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties heretoParent and Merger Sub, this Agreementconstitute or will constitute the legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the Company, enforceable against the Company in accordance with their respective terms, except insofar as enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' relating to creditors rights generally, generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or principles governing the availability of equitable remediesat law).

Authority Relative to this Agreement. The Company has all requisite limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder in accordance with and upon the corporate power terms and conditions set forth herein, subject to enter into the approval and adoption of this Agreement, the Parent Option Suntuity Merger and the Transactions by the Company Members. The Key Company Member owns a sufficient number of Company Interests to approve and adopt this Agreement, the Suntuity Merger and the Transactions by Member Approval in accordance with the Company LLC Agreement and the Company Option Agreement, to carry out its obligations hereunder and thereunder and to consummate the MergerRULLCA. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger Transactions have been duly and validly authorized and approved by the Company's Board of Directors Company Management Committee and, except for subject to obtaining the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCLMember Approval, no other corporate proceedings on the part of the Company or its members are necessary to authorize this Agreement, Agreement or to consummate the Parent Option Agreement and the Company Option Agreement, the transactions contemplated hereby and thereby or the consummation of the MergerTransactions. This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoAcquiror Group, this Agreementconstitutes a legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the Company, enforceable against the Company in accordance with their its terms; provided, except insofar as that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or similar laws affecting creditors' ’ rights generally, or generally and by general principles governing of equity affecting the availability of specific performance and other equitable remediesremedies (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby (including the Merger). The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, the consummation by the Company of the transactions contemplated hereby and thereby and (including the consummation of the Merger Merger) have been duly and validly authorized by all necessary corporate action on the Company's part of the Company (including the approval by its Board of Directors andDirectors, except for subject in all cases to the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing satisfaction of the Certificate terms and conditions of Merger as required by this Agreement, including the GCLconditions set forth in Article VI but excluding the Written Consent, which is being delivered simultaneously with the execution and delivery hereof), and no other corporate proceedings on the part of the Company are necessary (other than the Written Consent) to authorize this Agreement, the Parent Option Agreement and the Company Option Agreement, or to consummate the transactions contemplated hereby pursuant to Applicable Law and thereby or the consummation terms and conditions of the Mergerthis Agreement. This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto, this Agreement, constitutes the Parent Option Agreement and the Company Option Agreement constitute valid legal and binding agreements obligation of the Company, enforceable against the Company in accordance with their its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors' ’ rights generallygenerally and by general principles of equity. The action by written consent of the shareholders of the Company (the “Written Consent”) to approve and adopt this Agreement and the transactions contemplated hereby is the only consent or approval by, or principles governing vote of, the availability holders of equitable remediesany class or series of share capital of the Company necessary for the Company to adopt this Agreement and the transactions contemplated hereby.

Authority Relative to this Agreement. The Company has the corporate all necessary power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreementother Transaction Documents to which it is or will at the Closing be a party, to carry out perform its obligations hereunder and thereunder and, subject to receiving the Company Member Approval, to consummate the Transactions. The execution and delivery by the Company of this Agreement and the other Transaction Documents to which it is or will at the Closing be a party, the performance by the Company of its obligations hereunder and thereunder and to consummate the Merger. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger Transactions have been duly and validly authorized by the Company's Board of Directors andall necessary limited liability company action, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this AgreementAgreement or to consummate the Transactions. This Agreement has been, the Parent Option Agreement and the Company Option Agreement, the transactions contemplated hereby and thereby or the consummation of the Merger. This Agreement, the Parent Option Agreement and other Transaction Documents to which the Company Option Agreement have been is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other party or parties heretothereto, this Agreementconstitutes (or will then constitute) a legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the Company, enforceable against the Company in accordance with their its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors' ’ rights generally, or by general equitable principles governing (the availability “Remedies Exceptions”). The Company Board Approval and Company Member Approval are sufficient to approve this Agreement, the Lock-Up Agreements, any other Ancillary Agreements and the other Transactions. To the knowledge of equitable remediesthe Company, no state takeover statute other than Section 18-209 is applicable to the Transactions.

Authority Relative to this Agreement. The Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by all necessary corporate action on the part of the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this AgreementAgreement or to consummate the transactions contemplated hereby, other than the approval of this Agreement by the holders of not less than a two-thirds majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the NHBCA and the Company Charter and the Company By-Laws (the “Company Stockholder Approval”). The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock necessary (under the Company Charter and the Company By-Laws, the Parent Option NHBCA, other applicable law or otherwise) to approve this Agreement and the Merger. The Board of Directors of the Company Option Agreement, (the “Company Board”) has adopted this Agreement and the transactions contemplated hereby and thereby or the consummation of the Mergerhereby. This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoAcquirer and Acquisition Subsidiary, this Agreementas applicable, the Parent Option Agreement and the Company Option Agreement constitute constitutes a legal, valid and binding agreements obligation of the Company, Company enforceable against the Company in accordance with their its terms, except insofar as to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other similar laws Laws of general applicability relating to or affecting the enforcement of creditors' ’ rights generally, and by the effect of the principles of equity (regardless of whether enforceability is considered in a proceeding in equity or principles governing the availability of equitable remediesat law).

Authority Relative to this Agreement. The Company has the all requisite ------------------------------------ corporate power and authority to enter into this AgreementAgreement and any agreement or document contemplated hereby and, upon the requisite approval of its shareholders, the Parent Option Agreement Company will have all requisite corporate power and authority to consummate the transactions contemplated hereby; and the Company Option has the requisite power and authority to sell, transfer, convey, assign and deliver to Buyer all right, title and interest to all of the Purchased Assets under this Agreement, to carry out its free and clear of all liens, claims, encumbrances, charges, liabilities or obligations of every kind and nature whatsoever including, without limitation, tax liens, except those assumed by Buyer hereunder and thereunder and to consummate the Merger(collectively "Liens"). The execution and delivery of this Agreement, the Parent Option Agreement and any agreement or document contemplated hereby, and the Company Option Agreement by the Company, the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other all necessary corporate proceedings action on the part of the Company are necessary to authorize this Agreement, the Parent Option Agreement and the Company Option Agreement, the transactions contemplated hereby and thereby or the consummation of the MergerCompany. This Agreement, the Parent Option Agreement and the Company Option Agreement all agreements or documents contemplated hereby, have been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery the obligations imposed on the Company by the other parties hereto, this Agreement, or by any agreement or document contemplated hereby, constitute the Parent Option Agreement and the Company Option Agreement constitute valid and binding obligations and agreements of the Company, Company enforceable against the Company in accordance with their terms, except insofar as enforceability its terms except: (i) that such enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, now or principles governing hereafter in effect relating to creditor's rights; and (ii) that the availability remedy of specific performance and injunctive and other forms of equitable remediesrelief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. The Company has the corporate ------------------------------------ all necessary power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof all necessary corporate action and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Parent Option Agreement and the Company Option Agreement, or to consummate the transactions contemplated hereby herein (other than, with respect to the Merger, the approval and thereby or adoption of this Agreement by the consummation holders of a majority of the Mergerthen outstanding Shares and the filing of appropriate merger documents as required by the Georgia Code). This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoBuyer, this Agreementconstitutes a legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the Company, enforceable against the Company in accordance with their its terms, except insofar as enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generallygenerally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in proceedings in equity or principles governing at law). The only action required to be taken by the availability stockholders of equitable remediesthe Company in order to consummate the Merger is the adoption of this agreement by the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote thereon.

Authority Relative to this Agreement. The Company has all necessary limited liability company power and authority to: (i) execute, deliver and perform this Agreement and each Ancillary Agreement that the corporate power Company has executed or delivered or is to enter into execute or deliver pursuant to this Agreement, the Parent Option Agreement and the Company Option Agreement, to (ii) carry out its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (including the Merger). The execution and delivery of this Agreement, the Parent Option Agreement and each Ancillary Agreement that the Company Option has executed or delivered or is to execute or deliver pursuant to this Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the Merger) have been, or will be, duly and validly authorized by all necessary limited liability company action on the consummation part of the Merger have been duly authorized Company (including the approval by the Company's Board its board of Directors managers and, except for prior to the Closing, any approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger members as required by the GCLDelaware Laws and its Charter Documents), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Parent Option Agreement and the Company Option Agreement, or such Ancillary Agreement or to consummate the transactions contemplated hereby and thereby or the consummation of the Mergerthereby. This Agreement, the Parent Option Agreement and each Ancillary Agreement that the Company Option has executed or delivered or is to execute or deliver pursuant to this Agreement have been has been, or will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties heretohereto or thereto, this Agreement, constitutes the Parent Option Agreement and the Company Option Agreement constitute valid legal and binding agreements obligation of the Company, enforceable against the Company in accordance with their its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors' ’ rights generally, or generally and by general principles governing the availability of equitable remediesequity.

Authority Relative to this Agreement. The execution, delivery and performance (subject, with respect to the Merger, to obtaining the Company has Stockholder Approval) of this Agreement and of all of the other documents and instruments required hereby by the Company are within the corporate power to enter into this Agreement, and authority of the Parent Option Agreement and the Company Option Agreement, to carry out its obligations hereunder and thereunder and to consummate the MergerCompany. The execution and delivery of this Agreement, the Parent Option Agreement and the Ancillary Documents to which the Company Option Agreement by the Company, is a party and the consummation by the Company of the transactions contemplated hereby and thereby and thereby, including the consummation of the Merger Merger, have been duly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement, the Parent Option Agreement and the Ancillary Documents to which the Company Option Agreement, is a party or to consummate the transactions contemplated hereby and thereby or thereby, including the consummation Merger (other than, with respect to the Merger, (a) receipt of the MergerCompany Stockholder Approval and (b) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware). This Agreement, the Parent Option Agreement and the Ancillary Documents to which the Company Option Agreement is a party have been or will be duly and validly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger Subsidiary) constitute or, in the other parties heretocase of the Ancillary Documents, this Agreement, the Parent Option Agreement and the Company Option Agreement will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except insofar as to the extent that their enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws other Laws affecting the enforcement of creditors' ’ rights generally, generally or principles governing the availability of by equitable remediesprinciples.

Authority Relative to this Agreement. The (a) Each Company has the all requisite corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder in accordance with and thereunder upon the terms and to consummate the Mergerconditions set forth herein. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, each Company and the consummation by the each Company of the transactions contemplated hereby and thereby and the consummation of the Merger Transactions, to which each Company is a party, have been duly and validly authorized by all members of the Company's Governing Board of Directors each Company and, except for subject to (i) obtaining the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof from each Company’s Company Equityholders in accordance with each Company’s Organizational Documents and (ii) the filing and recordation of appropriate documents related to the Certificate of Merger Mergers as required by the GCLDGCL, OGCL and/or the OLLCA, as applicable, no other corporate proceedings on the part of the Companies or their respective Company Equityholders are necessary to authorize the execution, delivery and performance of this Agreement, Agreement or to consummate the Parent Option Agreement and the Company Option Agreement, the transactions contemplated hereby and thereby or the consummation of the MergerTransactions. This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company each Company, Parentco, and each Merger Sub, and, assuming the due authorization, execution and delivery by the other parties heretoTastemaker, this Agreementconstitutes a legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the each Company, Parentco, and each Merger Sub, enforceable against the Company each Company, Parentco, and each Merger Sub in accordance with their its terms; provided, except insofar as that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or similar laws affecting creditors' ’ rights generally, or generally and by general principles governing of equity affecting the availability of specific performance and other equitable remediesremedies (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has the corporate all necessary power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof all necessary corporate action and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Parent Option Agreement and the Company Option Agreement, or to consummate the transactions contemplated hereby herein (other than, with respect to the Merger, the approval and thereby or adoption of this Agreement by the consummation holders of a majority of the Mergerthen outstanding Shares and the filing of appropriate merger documents as required by the Georgia Code). This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoBuyer, this Agreementconstitutes a legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the Company, enforceable against the Company in accordance with their its terms, except insofar as enforceability may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generallygenerally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in proceedings in equity or principles governing at law). The only action required to be taken by the availability stockholders of equitable remediesthe Company in order to consummate the Merger is the adoption of this agreement by the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote thereon.

Authority Relative to this Agreement. The Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby and (subject to the consummation satisfaction of the Merger conditions to consummation set forth herein) have been duly and validly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof all necessary corporate action and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, Agreement or to consummate the Parent Option Agreement transactions so contemplated (other than the approval and adoption of the Merger by the holders of at least a majority of the outstanding shares of the Company Common Stock entitled to vote in accordance with California Law and the Company Option Agreement, the transactions contemplated hereby Company's Articles of Incorporation and thereby or the consummation By-Laws). The Board of Directors of the MergerCompany has determined that it is advisable and in the best interest of the Company's shareholders for the Company to enter into a business combination with Parent upon the terms and subject to the conditions of this Agreement. This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, as applicable, constitutes the other parties heretolegal, this Agreement, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the Company, enforceable against the Company in accordance with their termsits terms (subject to stockholder approval, as aforesaid), except insofar as the enforceability thereof may be limited by applicable (i) the effect of bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting creditors' the rights and remedies of creditors generally, and (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or principles governing at law, and the availability discretion of equitable remediesthe court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. The Company Boards of Directors of HNB and HNB Bank, respectively, have by all requisite action approved this Agreement and the Merger, and subject to HNB’s shareholders’ approval, they have authorized the execution and delivery hereof on behalf of such corporations by duly authorized officers and the performance of their respective obligations hereunder. HNB, in its capacity as the holder of all of the outstanding shares of HNB Bank’s Common Stock, has the corporate power to enter into approved this Agreement, and no further approval hereof is required by the Parent Option Agreement and shareholders of HNB Bank. Nothing in the Company Option Articles of Incorporation or Bylaws of HNB or in the Articles of Association or Bylaws of HNB Bank or in any agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in this Agreement, ) by or to carry out its obligations hereunder and thereunder and to consummate the Merger. The execution and delivery which either entity is bound or subject would prohibit or inhibit either of such corporations from consummating this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, the consummation by the Company of the transactions Merger contemplated hereby and thereby and the consummation of the Merger have been duly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Parent Option Agreement terms and the Company Option Agreement, the transactions contemplated hereby and thereby or the consummation of the Mergerconditions herein contained. This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company andHNB and HNB Bank and constitutes a legal, assuming due authorization, execution and delivery by the other parties hereto, this Agreement, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the Companyeach of them, enforceable against the Company them in accordance with their its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium or similar reorganization and other laws affecting creditors' creditors rights generallygenerally and general principles of equity, regardless of whether asserted in equity or law. Neither HNB nor HNB Bank is in default under nor in violation of any provision of its Articles of Incorporation or Articles of Association, respectively, or principles governing the availability its Bylaws or any promissory note, indenture or any evidence of equitable remediesindebtedness or security therefor, or material lease, material contract, or other material commitment or agreement.

Authority Relative to this Agreement. (a) The Company has the requisite corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder and thereunder and and, subject to obtaining the Company Requisite Vote, to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, the performance by the Company of its obligations hereunder, and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof all necessary corporate action and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary pursuant to the Charter or the MGCL to authorize this AgreementAgreement or to consummate the transactions so contemplated (other than (i) the approval of the Merger by the affirmative vote of the holders of at least a majority of the outstanding shares of Sizeler Common Stock entitled to vote thereon (the "Company Requisite Vote") and (ii) with respect only to conversion of Series B Preferred Stock into the right to receive the Series B Cash Consideration, the Parent Option Agreement and the Company Option Agreement, the transactions contemplated hereby and thereby or the consummation of the MergerSeries B Merger Approval). This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoAcquiror and Merger Sub, this Agreementconstitutes a legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the Company, Company enforceable against the Company in accordance with their its terms, except insofar as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or principles governing the availability of equitable remediesat law).

Authority Relative to this Agreement. The Subject only to the approval of the Company's stockholders described below, the Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Parent Stock Option Agreement and each instrument required hereby to be executed and delivered by it at the Company Option Agreement, Closing and to carry out perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the Parent Stock Option Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company Option Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other all necessary corporate proceedings action on the part of the Company are necessary Company, subject only to authorize the approval of this Agreement, the Parent Option Agreement and the Merger by the Company's stockholders under the DGCL and the Company Option Agreement, Charter by the transactions contemplated hereby and thereby or the consummation affirmative vote of the Mergerholders of a majority of outstanding shares of Company Common Stock. This Agreement, the Parent Option Agreement and the Company Stock Option Agreement have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, this Agreementas applicable, the Parent Option Agreement and the Company Option Agreement constitute legal, valid and binding agreements obligations of the Company, enforceable against the Company in accordance with their its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors' rights generallyand by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). The Board of Directors of the Company has determined that it is advisable and in the best interests of the Company's stockholders for the Company to enter into a business combination with Parent upon the terms and subject to the conditions of this Agreement, or principles governing and has recommended that the availability of equitable remediesCompany's stockholders approve and adopt this Agreement and the Merger.

Authority Relative to this Agreement. The Company Each of Parent and Acquisition has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder and thereunder under this Agreement and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by the Company's Boards of Directors of Parent and Acquisition and, prior to the Closing Date, will be duly and validly authorized by Parent as the sole shareholder of Acquisition. Without limiting the generality of the foregoing, Acquisition’s Board of Directors andDirectors, except for the approval of its stockholders to be sought at the stockholders a meeting contemplated by Section 7.4 hereof duly called and the filing of the Certificate of Merger as required by the GCLheld, no other corporate proceedings on the part of the Company are necessary to authorize has unanimously adopted resolutions (i) approving and declaring advisable this Agreement, the Parent Option Agreement Merger and the Company Option other transactions to be entered into by Acquisition, as contemplated by this Agreement, and (ii) concluding, after taking into account the transactions contemplated hereby and thereby or the consummation financial condition of the Mergermerging companies, that in its opinion, there is no reasonable suspicion that the Surviving Company will not be able to pay its debts to its creditors. This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company andeach of Parent and Acquisition and constitutes, assuming the due authorization, execution and delivery hereof by the other parties hereto, this Agreement, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements of the Company, a valid, legal and binding agreement of each of Parent and Acquisition enforceable against the Company each of Parent and Acquisition in accordance with their its terms, except insofar as enforceability may be limited by subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting now or hereafter in effect relating to creditors' ’ rights generally, generally or to general principles governing the availability of equitable remediesequity.

Authority Relative to this Agreement. The execution, delivery and performance (subject, if the Merger is not to be consummated pursuant to Section 3.7, to the approval of the Plan of Merger by the holders of more than two-thirds of the issued and outstanding shares of Company has Common Stock (the “Company Shareholder Approval”)) of this Agreement and of all of the other documents and instruments required hereby by the Company and the consummation of the Merger Transactions are within the corporate power to enter into this Agreement, and authority of the Parent Option Agreement and the Company Option Agreement, to carry out its obligations hereunder and thereunder and to consummate the MergerCompany. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger Transactions and of such other transactions contemplated hereby have been duly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement, Agreement or to consummate the Parent Option Agreement and Merger Transactions or the Company Option Agreement, the other transactions contemplated hereby and thereby or (other than, with respect to the consummation Merger, receipt of the MergerCompany Shareholder Approval if the Merger is not to be consummated pursuant to Section 3.7). This Agreement, the Parent Option Agreement and all of the Company Option Agreement other documents and instruments required hereby have been or will be duly and validly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto, this Agreement, the Parent Option Agreement and the Company Option Agreement Merger Subsidiary) constitute or will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except insofar as to the extent that their enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws other Laws affecting the enforcement of creditors' ’ rights generally, generally or principles governing the availability of by equitable remediesprinciples.

Authority Relative to this Agreement. The Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Stock Option Agreement, and, subject to carry out obtaining the necessary approvals of the Company's stockholders, to perform its obligations hereunder and thereunder and to consummate the MergerMerger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Stock Option Agreement by the Company, Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof all necessary corporate action and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Parent Option Agreement and the Company Stock Option Agreement, Agreement or to consummate the Merger and the other transactions so contemplated hereby and thereby or the consummation (other than with respect to approval of the MergerMerger and adoption of this Agreement by the Company's stockholders by the affirmative vote of a majority of all the votes entitled to vote on the matter (the "Company Stockholders' Vote"), and the filing and acceptance of the Certificate of Merger as required by the DGCL). This Agreement, the Parent Option Agreement and the Company Stock Option Agreement have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, this Agreementconstitute legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligations of the Company, enforceable against the Company in accordance with their respective terms, except insofar as enforceability the enforcement thereof may be limited by applicable bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally, generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or principles governing the availability of equitable remediesat law).

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and to acknowledge the Company Option Agreement, to carry out its obligations hereunder and thereunder voting agreements entered into in connection herewith (the “Voting Agreements”) and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the Parent Option This Agreement and the Company Option Agreement by the Company, Voting Agreements and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof unanimous vote and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this AgreementAgreement or to consummate the transactions contemplated hereby, other than, with respect to the Merger, the Parent Option approval of the Merger and this Agreement by holders of the Shares in accordance with the MBCA. The Board of Directors of the Company has unanimously determined this Agreement and the Company Option Agreement, the transactions contemplated hereby are fair to and thereby or in the consummation best interest of the Mergerholders of the Shares and unanimously have recommended the approval and adoption of this Agreement by the Company’s shareholders. This Agreement, the Parent Option Agreement and the Company Option Agreement Voting Agreements have been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by this Agreement constitutes the other parties hereto, this Agreement, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements agreement of Parent and Newco, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with their its terms, except insofar as that such enforceability may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors' ’ rights generally, generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or principles governing at law). The Company is not an “investment company,” as such term is defined in Section 3(a) of the availability Investment Company Act of equitable remedies1940.

Authority Relative to this Agreement. The Company Except for such authorization as is required by the Bankruptcy Court and receipt of any Regulatory Approvals, each Seller has the corporate power all requisite power, authority and legal capacity to enter into (a) execute and deliver this Agreement, (b) execute and deliver each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Sellers in connection with the Parent Option consummation of the transactions contemplated by this Agreement (the “Sellers’ Documents”), and the Company Option Agreement, to carry out (c) perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the CompanySellers’ Documents, and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger thereby, have been duly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings all requisite action on the part of Sellers. This Agreement has been, and at or prior to the Company are necessary to authorize this AgreementClosing, the Parent Option Agreement and the Company Option Agreement, the transactions contemplated hereby and thereby or the consummation each of the Merger. This AgreementSellers’ Documents will be, the Parent Option Agreement and the Company Option Agreement have been duly and validly executed and delivered by each Seller and (assuming the Company and, assuming due authorization, execution and delivery by the other parties hereto, Purchaser of this Agreement, the Parent Option Agreement and the Company Option entry of the Sale Order) this Agreement constitute constitutes, and each of the Sellers’ Documents when so executed and delivered will constitute, legal, valid and binding agreements obligations of the Companyeach Seller, enforceable against the Company each Seller in accordance with their its respective terms, except insofar as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar laws affecting creditors' ’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or principles governing in equity) (the availability of equitable remedies“Bankruptcy Exceptions”).

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by the Company's Board of Directors andrequisite corporate action, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, Agreement or to consummate the Parent Option transactions so contemplated (other than the adoption of this Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the DGCL and the Company Option Agreement, the transactions contemplated hereby Company's Certificate of Incorporation and thereby or the consummation of the MergerBy-Laws). This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoPurchaser, this Agreementas applicable, the Parent Option Agreement and the Company Option Agreement constitute constitutes a legal, valid and binding agreements obligation of the Company, Company enforceable against the Company in accordance with their its terms, except insofar as such enforceability may be limited or affected by applicable (i) bankruptcy, insolvency, reorganization, moratorium or moratorium, liquidation, arrangement, fraudulent transfer, fraudulent conveyance and other similar laws (including, without limitation, court decisions) now or hereafter in effect and affecting creditors' the rights generallyand remedies of creditors generally or providing for the relief of debtors, or principles governing (ii) the availability refusal of a particular court to grant equitable remedies, including, without limitation, specific performance and injunctive relief, and (iii) general principles of equity (regardless of whether such remedies are sought in a proceeding in equity or at Law).

Authority Relative to this Agreement. The Company Purchaser has the full corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement Subordinated Note and the Company Option Agreementeach other Ancillary Agreements to which it is a party, to carry out perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement, the Parent Option Agreement Subordinated Note and the Company Option Agreement by the Company, each other Ancillary Agreements to which it is a party and the consummation by the Company Purchaser of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by the Company's Board all necessary corporate action of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof Purchaser and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings action on the part of the Company are necessary Purchaser is required to authorize the execution, delivery and performance of this Agreement, the Parent Option Agreement Subordinated Note and each other Ancillary Agreements to which it is a party and the Company Option Agreement, consummation by it of the transactions contemplated hereby and thereby or the consummation of the Mergerthereby. This Agreement, the Parent Option Agreement Subordinated Note and the Company Option Agreement each other Ancillary Agreements to which Purchaser is or will become a party have been or will be, as applicable, duly and validly executed and delivered by the Company Purchaser and, assuming the due authorization, execution and delivery by hereof (and in the other parties heretocase of Ancillary Agreements to which the Company and/or a Seller is a party, this Agreementthereof) by, and enforceability against, the Parent Option Agreement and the Company Option Agreement constitute and/or a Seller, each constitutes or will constitute, as applicable, a legal, valid and binding agreements obligation of the CompanyPurchaser, enforceable against the Company it in accordance with their its respective terms, except insofar as the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting Laws relating to the enforcement of creditors' rights generally, or generally and by general principles governing the availability of equitable remediesequity.

Authority Relative to this Agreement. The Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof all necessary corporate action and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Parent Option Agreement and the Company Option Agreement, or to consummate the transactions contemplated hereby and thereby or (other than, with respect to the consummation Merger, the adoption of this Agreement by the holders of a majority of the Mergeraggregate voting power of the issued and outstanding shares of the Class A Stock, the Class B Stock and the Class C Stock, voting together as a single class (the "Company Stockholder Approval"), and the filing and recordation of appropriate merger documents as required by, and in accordance with, the DGCL). This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, this Agreementconstitutes the legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the Company, enforceable against the Company in accordance with their its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting creditors' the rights generallyof creditors generally and by general principles of equity. The Company represents and warrants that the limitations upon business combinations set forth in Section 203 of the DGCL ("Section 203") are not applicable to this Agreement, or principles governing the availability of equitable remediesMerger and the transactions contemplated by this Agreement.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the Parent Option This Agreement and the Company Option Agreement by the Company, the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this AgreementAgreement or to consummate the transactions contemplated hereby, other than, with respect to the Merger, the Parent Option approval of the Merger and this Agreement by holders of the Outstanding Shares in accordance with the MBCA. The Board of Directors of the Company has determined this Agreement and the Company Option Agreement, the transactions contemplated hereby are fair to and thereby or in the consummation best interest of the Mergerholders of the Outstanding Shares and has recommended the approval and adoption of this Agreement by the Company’s Shareholders. This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming due authorizationthis Agreement constitutes the valid and binding agreement of Parent and Newco, constitutes the valid and binding agreement of the Company, and each of the ancillary agreements relating hereto to which the Company is a party has been duly authorized by the Company, and upon execution and delivery by the other parties hereto, this Agreement, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements of the Company, shall be enforceable against the Company in accordance with their its terms, except insofar as that such enforceability may be limited in each case by applicable (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors' ’ rights generally, generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or principles governing at law). The Company is not an “investment company,” as such term is defined in Section 3(a) of the availability Investment Company Act of equitable remedies1940.

Authority Relative to this Agreement. The Subject to the CAG Shareholder Approval and Section 3.05(b), each of the Companies has all necessary corporate power and authority to: (i) execute and deliver this Agreement and each Transaction Document that such Company has the corporate power executed or delivered or is to enter into this Agreement, the Parent Option Agreement execute or deliver and the Company Option Agreement, to carry out its (ii) perform such Company’s obligations hereunder and thereunder and to consummate the MergerTransactions (including the Acquisition). The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, Companies and the consummation by the Company Companies of the transactions contemplated hereby Transactions (including the Acquisition) have been, or will be, duly and thereby and validly authorized by all necessary corporate action on the consummation part of the Merger have been duly authorized by the Company's Board of Directors andCompanies (including, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing as of the Certificate date of Merger this Agreement, approval by their respective boards of directors and stockholders as required by the GCLDGCL and the Companies Ordinance (Chapter 622 of the laws of Hong Kong), as applicable, and, prior to the Closing, approval by the shareholders of CAG) and, other than the CAG Shareholder Approval, no other corporate proceedings on the part of the any Company are necessary to authorize the execution and delivery of this Agreement, Agreement or to consummate the Parent Option Agreement and the Company Option Agreement, the transactions contemplated hereby and thereby or the consummation of the MergerTransactions. This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by each of the Company Companies and, assuming the due authorization, execution and delivery thereof by the other parties heretoParties, this Agreement, constitutes the Parent Option Agreement and the Company Option Agreement constitute valid legal and binding agreements obligation of each of the CompanyCompanies, enforceable against each of the Company Companies in accordance with their its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, or other similar laws now or hereafter in effect affecting the enforcement of creditors' ’ rights generallygenerally and by general principles of equity. Except as set forth in Schedule 3.04, to the knowledge of the Companies, no takeover statute or principles governing any other similar restrictions are applicable to the availability of equitable remediesAcquisition or the other Transactions.

Authority Relative to this Agreement. The Company has the all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining the necessary approval of its shareholders and Optionholders and the approval of the Controller of Restrictive Trade Practices as referred to in Section 3.5(b)(vi) hereof (and other requisite governmental approvals, if any), to consummate the Agreement, the Parent Option Agreement Arrangement and the Company Option Agreement, to carry out its obligations hereunder and thereunder and to consummate the Mergerother transactions contemplated hereby. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger Arrangement and other transactions contemplated hereby have been duly and validly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, Agreement or to consummate the Parent Option Arrangement or other transactions contemplated hereby (other than the approval and adoption of this Agreement and the Company Option AgreementArrangement by the Company's shareholders, approval and adoption of the Arrangement by the Optionholders, the transactions contemplated hereby and thereby or the consummation issuance of the MergerFinal Court Order, the approval of the Controller of Restrictive Trade Practices as set forth in Section 3.5(b)(vi) hereof and other requisite governmental approvals, if any). This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoBuyer, this Agreement, the Parent Option Agreement and the Company Option Agreement constitute constitutes a valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their its terms, except insofar as to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws affecting the enforcement of creditors' rights generally, or principles governing the availability of generally and by general equitable remediesprinciples.

Authority Relative to this Agreement. The Company has the necessary corporate power and authority to enter into this AgreementAgreement and, subject to the Parent Option Agreement filing of the Merger Certificate as required by Mississippi Law and approval of the Company Option Agreementstockholders as required by Mississippi Law, to carry out its obligations hereunder hereunder. The Company has the necessary competency, power and thereunder authority to enter into this Agreement and to consummate carry out the Mergerobligations hereunder. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other all necessary corporate proceedings action on the part of the Company are and subject to the approval of the stockholders and, subject to the filing of the Merger Certificate as required by Mississippi Law, no other corporate proceeding is necessary to authorize for the execution and delivery of this AgreementAgreement by the Company, the Parent Option Agreement performance by the Company of its obligations hereunder and the consummation by the Company Option Agreement, of the transactions contemplated hereby and thereby or the consummation of the Mergerhereby. This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and subject to the approval of the stockholders and, assuming the due authorization, execution and delivery of this Agreement by the other parties heretoParent and Buyer, this Agreementconstitutes a legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the CompanyCompany and the Stockholders, enforceable against the Company each in accordance with their its terms, except insofar as that the enforceability hereof may be limited by subject to (a) applicable bankruptcy, insolvencyinsolvency or other similar laws, reorganizationnow or hereinafter in effect, moratorium or similar laws affecting creditors' ’ rights generally, and (b) the general principles of equity (regardless of whether enforceability is considered at a proceeding at law or principles governing the availability of equitable remediesin equity).

Authority Relative to this Agreement. The Company has the full corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Ancillary Agreements to which the Company Option Agreementis a party, to carry out perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement, the Parent Option Agreement and the Ancillary Agreements to which the Company Option Agreement by the Company, is a party and the consummation by the Company of the transactions contemplated hereby and thereby thereby, and the consummation performance by the Company of the Merger its obligations hereunder and thereunder, have been duly and validly authorized by all necessary action by the Company's Board of Directors and, except for to the approval of its stockholders to extent required, the Vendors and otherwise as may be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCLCharter Documents of the Company, and no other corporate proceedings action on the part of the Company are necessary Board of Directors or the Vendors or any other party is required to authorize the execution, delivery and performance by the Company of this Agreement, the Parent Option Agreement and the Ancillary Agreements to which the Company Option Agreement, is a party and the consummation by the Company of the transactions contemplated hereby and thereby or the consummation of the Mergerthereby. This Agreement, the Parent Option Agreement and the Ancillary Agreements to which the Company Option Agreement is a party have been or will be, as applicable, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof (and, in the case of the Ancillary Agreements to which Buyer is a party, thereof) by the other parties heretoBuyer, this Agreementas applicable, the Parent Option Agreement and the Company Option Agreement constitute each constitutes or will constitute, as applicable, a legal, valid and binding agreements obligation of the Company, Company enforceable against the Company in accordance with their its respective terms, except insofar as the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting Laws relating to the enforcement of creditors' ’ rights generally, or generally and by general principles governing the availability of equitable remediesequity.

Authority Relative to this Agreement. The Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out its obligations hereunder and thereunder and to consummate the MergerTransaction and the other transactions contemplated by this Agreement to be performed by it, subject only to the Required Company Vote. The execution board of directors of the Company (or a committee thereof) has duly and validly authorized the execution, delivery and performance by the Company of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, approved the consummation by the Company of the Transaction and the other transactions contemplated hereby by this Agreement to be performed by it, and thereby has (a) taken all corporate actions required to be taken by the board of directors for the execution, delivery and performance of this Agreement and the consummation by the Company of the Merger have been duly authorized Transaction and the other transactions contemplated by this Agreement to be performed by the Company's Board of Directors and, except for (b) by resolution approved the approval of its stockholders Transaction, this Agreement and the other transactions contemplated by this Agreement to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required performed by the GCLCompany and (c) subject to Section 6.05(c), no approved and adopted the Recommendation to Shareholders. No other corporate proceedings on the part of the Company are necessary to authorize approve this Agreement and the other transactions contemplated by this Agreement to be performed by the Company, or to adopt and consummate the Transaction in accordance with this Agreement, other than the Parent Option Required Company Vote. This Agreement and the Company Option Agreement, the transactions contemplated hereby and thereby or the consummation of the Merger. This Agreement, the Parent Option Agreement and the Company Option Bermuda Amalgamation Agreement have been duly and validly executed and delivered by the Company and, and (assuming due authorization, execution and delivery by the other parties hereto, Parent and M&A Sub) this Agreement, the Parent Option Agreement and the Company Option Bermuda Amalgamation Agreement constitute valid valid, legal and binding agreements of the Company, enforceable against the Company in accordance with their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or other similar laws Laws affecting or relating to enforcement of creditors' ’ rights generally, or generally and by general principles governing of equity (the availability of equitable remedies“Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has the full corporate power and authority to enter into (a) execute and deliver this Agreement and (b) assuming the approval of the Merger by the Required Company Stockholder Vote on the Company Record Date at the Company Special Meeting or any adjournment or postponement of such meeting in accordance with Delaware Law and the Bylaws of the Company, consummate the Merger and the other transactions contemplated by this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out its obligations hereunder and thereunder and to consummate the Merger. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger and the other transactions contemplated by this Agreement, have been duly and validly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing required vote of the Certificate board of Merger as required by directors of the GCLCompany, and no other corporate proceedings on the part of the Company are necessary to authorize this AgreementAgreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than, with respect to the Merger, the Parent Option Agreement approval of the Merger by the Required Company Stockholder Vote on the Company Record Date at the Company Special Meeting or any adjournment or postponement of such meeting in accordance with the Delaware Law and the Company Option Agreement, the transactions contemplated hereby and thereby or the consummation Bylaws of the MergerCompany and the and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware). This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by the other parties heretoBuyer and Merger Sub, this Agreement, the Parent Option Agreement and the Company Option Agreement constitute constitutes a valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their its terms, except insofar as to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws affecting the enforcement of creditors' rights generally, generally or principles governing the availability of by general equitable remediesprinciples.

Authority Relative to this Agreement. The Company has the full corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the other agreements which are attached (or forms of which are attached) as exhibits hereto (the “Ancillary Agreements”) to which the Company Option Agreementis a party, to carry out perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby and thereby. The Company’s board of directors has approved this Agreement and declared its advisability. The execution and delivery by the Company of this Agreement, the Parent Option Agreement and the Ancillary Agreements to which the Company Option Agreement by the Company, is or will become a party and the consummation by the Company of the transactions contemplated hereby and thereby thereby, and the consummation performance by the Company of the Merger its obligations hereunder and thereunder, have been duly and validly authorized by all necessary action by the board of directors of the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings action on the part of the board of directors of the Company are necessary is required to authorize the execution, delivery and performance of this Agreement, the Parent Option Agreement and the Ancillary Agreements to which the Company Option Agreement, is or will become a party and the consummation by the Company of the transactions contemplated hereby and thereby or the consummation of the Mergerthereby. This Agreement, the Parent Option Agreement and the Ancillary Agreements to which the Company Option Agreement is or will become a party have been or will be, as applicable, duly and validly executed and delivered by the Company andand each constitutes or will constitute, assuming due authorizationas applicable, execution and delivery by the other parties heretoa legal, this Agreement, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the Company, Company enforceable against the Company in accordance with their its respective terms, except insofar as the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting Laws relating to the enforcement of creditors' ’ rights generally, or generally and by general principles governing the availability of equitable remediesequity.

Authority Relative to this Agreement. (a) The Company has the requisite corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder and thereunder and and, subject to obtaining the Company Requisite Vote, to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, the performance by the Company of its obligations hereunder, and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof all necessary corporate action and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary pursuant to the Charter or the MGCL to authorize this AgreementAgreement or to consummate the transactions so contemplated (other than (i) the approval of the Merger by the affirmative vote of the holders of at least a majority of the outstanding shares of Sizeler Common Stock entitled to vote thereon (the “Company Requisite Vote”) and (ii) with respect only to conversion of Series B Preferred Stock into the right to receive the Series B Cash Consideration, the Parent Option Agreement and the Company Option Agreement, the transactions contemplated hereby and thereby or the consummation of the MergerSeries B Merger Approval). This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoAcquiror and Merger Sub, this Agreementconstitutes a legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the Company, Company enforceable against the Company in accordance with their its terms, except insofar as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting creditors' ’ rights generally, and general equitable principles (whether considered in a proceeding in equity or principles governing the availability of equitable remediesat law).

Authority Relative to this Agreement. The Each Selling Company has the requisite corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the Parent Option This Agreement and the Company Option Agreement by the Company, the consummation by the each Selling Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by the Company's Board board of Directors and, except for directors of STS and of each of the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof Selling Companies and the filing shareholders of the Certificate of Merger as required by the GCLeach Selling Company other than STS, and no other corporate proceedings on the part of the each Selling Company are necessary to authorize this AgreementAgreement or to consummate the transactions contemplated hereby, other than, with respect to the Purchase, the Parent Option approval of the Purchase and this Agreement by holders of Outstanding Shares in accordance with the MBCA. The board of directors of each Selling Company has determined this Agreement and the Company Option Agreement, the transactions contemplated hereby are fair to and thereby or in the consummation best interest of the Mergershareholders of each Selling Company and have recommended the approval and adoption of this Agreement by the shareholders of each Selling Company. This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company Selling Companies and, assuming due authorization, execution and delivery by this Agreement constitutes the other parties hereto, this Agreement, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements agreement of Parent and Newco, constitutes the valid and binding agreement of the CompanySelling Companies, enforceable against the Company Selling Companies in accordance with their its terms, except insofar as that such enforceability may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors' ’ rights generally, generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or principles governing at law). Neither STS nor any of the availability other Selling Companies is an “investment company,” as such term is defined in Section 3(a) of equitable remediesthe Investment Company Act of 1940.

Authority Relative to this Agreement. (a) The Company has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and each of the Ancillary Agreements to which the Company Option Agreement, is a party (subject to carry out the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the “Company Stockholders’ Action”). The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement Ancillary Agreements by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by all necessary corporate action on the part of the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this AgreementAgreement or any of the Ancillary Agreements or to consummate the transactions so contemplated, other than the Parent Option Company Stockholders’ Action. This Agreement has been, and the Company Option AgreementAncillary Agreements will be, the transactions contemplated hereby and thereby or the consummation of the Merger. This Agreement, the Parent Option Agreement and the Company Option Agreement have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties heretohereto and thereto, this Agreementconstitutes, or, in the Parent Option Agreement and case of the Company Option Agreement constitute Ancillary Agreements, will constitute, legal, valid and binding agreements obligations of the Company, enforceable against the Company in accordance with their respective terms, except insofar as to the extent such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar laws relating to or affecting creditors' rights generally, creditors generally or by general equitable principles governing the availability (regardless of equitable remedieswhether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Company has the all requisite corporate power and authority, to enter into and to deliver this Agreement, the Parent Option Agreement and to perform the Company Option Agreement, to carry out its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby and, where applicable, other agreements (including the Ancillary Agreements (as defined herein)), instruments, certificates and documents executed, or to be executed, by it pursuant to this Agreement (such other agreements, instruments, certificates and documents, the "TRANSACTION DOCUMENTS"). The execution execution, delivery and delivery performance of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, the consummation Transaction Documents to which it is a party by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly authorized by all necessary action, corporate or otherwise, on the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing part of the Certificate of Merger as required by the GCL, Company and no other corporate or other proceedings on the part of the Company are is necessary to authorize this Agreement, Agreement or the Parent Option Agreement and the Company Option Agreement, Transaction Documents or to consummate the transactions contemplated hereby and or thereby or (other than the consummation adoption of this Agreement by the holders of at least two-thirds of the Mergeroutstanding shares of Company Capital Stock entitled to vote in accordance with Massachusetts Law and the Company's Articles of Organization and bylaws and the holders of at least two-thirds of the outstanding shares of the Company's Series A preferred stock). This AgreementAgreement has been, the Parent Option Agreement and the Company Option Agreement have been Transaction Documents to which it is a party at Closing will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Transaction Documents by the other parties heretohereto or thereto, this Agreementconstitute legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligations of the Company, Company enforceable against the Company it in accordance with their respective terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting now or hereafter in effect relating to creditors' rights generally, generally and general principles of equity (regardless of whether enforceability is considered a proceeding at law or principles governing the availability of equitable remediesin equity).

Authority Relative to this Agreement. The Company has the full corporate power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby. The Company's board of directors and its shareholders have approved this Agreement. The execution and delivery by the Company of this Agreement, the Parent Option Agreement and the Ancillary Agreements to which the Company Option Agreement by the Company, is a party and the consummation by the Company of the transactions contemplated hereby and thereby thereby, and the performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary action (including action by the board of directors and the shareholders of the Company), and no other action is required to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation of the Merger have been duly authorized by the Company's Board Company of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Parent Option Agreement and the Company Option Agreement, the transactions contemplated hereby and thereby or the consummation of the Mergerthereby. This Agreement, the Parent Option Agreement and the Ancillary Agreements to which the Company Option Agreement is a party have been or will be, as applicable, duly and validly executed and delivered by the Company andand each constitutes or will constitute, assuming due authorizationas applicable, execution and delivery by the other parties heretoa legal, this Agreement, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the Company, Company enforceable against the Company in accordance with their its respective terms, except insofar as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting Laws relating to the enforcement of creditors' rights generallygenerally and by general principles of equity. The Company has convened a Company Meeting in accordance with and in compliance with all applicable laws, or principles governing the availability constating documents of equitable remediesthe Company and all agreements between the shareholders of the Company, and the Special Resolution has been approved in accordance with Section 5.1(c). The notice for the Company Meeting was prepared and delivered in compliance with the BCA, the Company's constating documents and all agreements between the shareholders of the Company and included (i) a summary of this Agreement; and (ii) a statement that a Dissenting Shareholder is entitled to be paid the fair value of the Company Shares in accordance with Section 185 of the BCA.

Authority Relative to this Agreement. The Company has the corporate all necessary power and authority to enter into execute and deliver this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out perform its obligations hereunder and thereunder and and, subject to receiving the Company Stockholder Approval (including the approval of the Requisite Preferred Majority with respect to the Conversion), to consummate the MergerTransactions. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby and the consummation of the Merger Transactions have been duly and validly authorized by the Company's Board of Directors andall necessary corporate action, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the Certificate of Merger as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this AgreementAgreement or to consummate the Transactions (other than, (a) with respect to the Merger, the Parent Option Agreement Company Stockholder Approval, which the Written Consent shall satisfy, (b) with respect to the Conversion, the approval of the Requisite Preferred Majority, and (c) and the Company Option Agreement, filing and recordation of appropriate merger documents as required by the transactions contemplated hereby and thereby or the consummation of the MergerDGCL). This Agreement, the Parent Option Agreement and the Company Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoInterPrivate and Merger Sub, this Agreementconstitutes a legal, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements obligation of the Company, enforceable against the Company in accordance with their its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors' ’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or principles governing any of the availability other Transactions. To the knowledge of equitable remediesthe Company, no other state takeover statute is applicable to the Merger or the other Transactions.