Common use of Authority; Binding Nature of Agreement Clause in Contracts

Authority; Binding Nature of Agreement. The Company has the necessary corporate power and authority to enter into and to perform its obligations under this Agreement. At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously (a) adopted this Agreement and approved and declared advisable the execution, delivery, and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (c) resolved that the Merger shall be governed by and effected under Section 251(h) of the DGCL, and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer. Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance by the Company of this Agreement. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, and other similar applicable Law affecting creditors’ rights generally and by general principles of equity.

Authority; Binding Nature of Agreement. The Company has the necessary corporate power and authority to enter into execute and deliver and to perform its obligations under this AgreementAgreement and to consummate the Transactions. At a meeting duly called The Board of Directors has (a) determined that this Agreement and heldthe Transactions, prior including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to the execution of enter into this Agreement, the Company Board unanimously (ac) adopted this Agreement and approved and declared advisable the execution, delivery, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyTransactions, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (cd) resolved that the Merger shall be governed by and effected under Section 251(h) of the DGCL, DGCL and (de) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock Shares to Merger Sub Purchaser pursuant to the Offer. Assuming the Transactions are consummated , which resolutions, subject to Section 6.1, have not been subsequently withdrawn or modified in accordance with Section 251(h) a manner adverse to Parent as of the DGCL, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance by the Company date of this Agreement. This Agreement has been duly executed and delivered on behalf of by the Company andCompany, and assuming the due authorization, execution and delivery of by Parent and Purchaser, this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be limited by subject to bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and other similar applicable Law laws of general applicability relating to or affecting creditors’ rights generally rights, and by general principles equitable principles. If the Merger is consummated in accordance with Section 251(h) of equitythe DGCL as contemplated hereby, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions, assuming the accuracy of the representations set forth in Section 4.8.

Authority; Binding Nature of Agreement. The Company has the necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement. At a meeting duly called The Board of Directors of the Company has (a) determined that the Merger is fair to, and held, prior to in the execution of this Agreementbest interests of, the Company Board unanimously and its Stockholders, (ab) adopted this Agreement authorized and approved and declared advisable the execution, delivery, delivery and performance of this Agreement by the Company and approved the Merger and (c) recommended the approval of this Agreement and the consummation Merger by the holders of the transactions contemplated hereby, including the Offer Shares and directed that this Agreement and the Merger, on Merger be submitted for consideration by the terms and subject to Company's stockholders at the conditions set forth Company's Stockholders' Meeting (as defined in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (c) resolved that the Merger shall be governed by and effected under Section 251(h) of the DGCL, and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer4.3). Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, the The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement other than, with respect to the executionMerger, delivery, and performance the adoption of this Agreement by the Company holders of this Agreementa majority of the then outstanding Shares and the filing and recordation of the appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of by Parent and Merger Acquisition Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by subject to (i) laws of general application relating to bankruptcy, insolvency, moratoriuminsolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other similar applicable Law affecting creditors’ rights generally and by general principles of equityequitable remedies.

Authority; Binding Nature of Agreement. The Company has the necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement. At The Company Board, at a meeting duly called and held, prior to the execution of has unanimously: (a) determined that this Agreement, the Company Board unanimously (a) adopted this Agreement and approved and declared advisable the executionOffer, delivery, and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, on the terms Top-Up Option and subject to the conditions set forth in this Agreement, (b) determined that the other transactions contemplated by this AgreementAgreement are fair to, including the Offer and the Merger, are in the best interests of, the Company’s stockholders; (b) duly and validly authorized and approved the execution, delivery and performance of this Agreement by the Company and its stockholders, Company; (c) resolved declared that the Merger shall be governed by and effected under Section 251(h) of the DGCL, this Agreement is advisable; and (d) resolved to recommend that the stockholders of make the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the OfferRecommendation. Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, the The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement other than, with respect to the executionMerger, delivery, and performance the adoption of this Agreement by the holders of a majority of the then outstanding Company Shares (if required under the DGCL) and the filing of this Agreementthe appropriate merger documents as required by the DGCL. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of by Parent and Merger SubPurchaser, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by subject to (i) laws of general application relating to bankruptcy, insolvency, moratoriuminsolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other similar applicable Law affecting creditors’ rights generally and by general principles of equityequitable remedies.

Authority; Binding Nature of Agreement. The Subject to obtaining the requisite approval of the Company's stockholders in accordance with the DGCL, the Company has the necessary corporate absolute and unrestricted right, power and authority to enter into and to perform its obligations under this Agreement. At The Board of Directors of the Company (at a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously ) has (a) adopted this Agreement and approved and declared advisable the execution, delivery, and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer Merger is advisable and the Merger, are fair and in the best interests of the Company and its stockholders, (cb) resolved that authorized and approved the Merger shall be governed by execution, delivery and effected under Section 251(h) of the DGCL, and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer. Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, the execution and delivery performance of this Agreement by the Company and approved the consummation Merger, (c) recommended the adoption of this Agreement by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Company Stockholders' Meeting (as defined in Section 5.2), and (d) adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the Merger or any of the Merger have been duly authorized other transactions contemplated by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance by the Company of this Agreement. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their terms, except as may be limited by subject to (i) laws of general application relating to bankruptcy, insolvency, moratoriuminsolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Prior to the execution of the Company Stockholder Voting Agreements, the Board of Directors of the Company approved the Company Stockholder Voting Agreements and the transactions contemplated thereby. As a result of the approval of this Agreement and the Merger by the Board of Directors of the Company, no state takeover statute or similar applicable Law affecting creditors’ rights generally and by general principles Legal Requirement applies or purports to apply to the Merger, this Agreement or any of equitythe transactions contemplated hereby.

Authority; Binding Nature of Agreement. The Company has the necessary all requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute and deliver and to perform its obligations under this Agreement. At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously (a) adopted this Agreement and approved and declared advisable to consummate the execution, delivery, and performance by Transactions. Except for the Company of this Agreement and the consummation filing of the transactions contemplated hereby, including certificate of merger with the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests Secretary of State of the Company and its stockholdersState of Delaware, (c) resolved that the Merger shall be governed by and effected under Section 251(h) of the DGCL, and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer. Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, at a meeting duly called and held, the Board of Directors unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders; (b) declared it advisable to enter into this Agreement; (c) approved the execution, delivery, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger; (d) resolved that the Merger may be effected pursuant to Section 251(h) of the DGCL; and (e) resolved to recommend that the stockholders of the Company tender their Shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, have not been subsequently amended, withdrawn or modified as of the date of this Agreement. This Agreement has been duly executed and delivered on behalf of by the Company andCompany, and assuming the due authorization, execution and delivery of by Parent and Purchaser, this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be limited by subject to bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and other similar applicable Law laws of general applicability relating to or affecting creditors’ rights generally rights, and by general principles equitable principles. If the Merger is consummated in accordance with Section 251(h) of equitythe DGCL as contemplated hereby, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Company has the necessary all corporate power and authority to enter into execute and deliver and to perform its obligations under this Agreement. At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously (a) adopted this Agreement and approved and declared advisable to consummate the execution, delivery, and performance by Transactions. Except for the Company of this Agreement and the consummation filing of the transactions contemplated hereby, including certificate of merger with the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests Secretary of State of the Company and its stockholdersState of Delaware, (c) resolved that the Merger shall be governed by and effected under Section 251(h) of the DGCL, and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer. Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate actions or proceedings on the part of the Company are necessary to authorize the execution and delivery of and performance under this Agreement and the consummation of the Transactions. Prior to the date of this Agreement, at a meeting duly called, convened and held in accordance with the certificate of incorporation and bylaws of the Company, the Board of Directors unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery, delivery and performance by the Company of this Agreement, the Support Agreements and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger shall be effected pursuant to Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of the Company tender their Shares to Parent or Purchaser, as applicable, pursuant to the Offer and to include the Company Board Recommendation in the Schedule 14D-9 when filed with the SEC and disseminated to the Company’s stockholders. The resolutions in the foregoing sentence, subject to Section 6.1, have not been subsequently withdrawn or modified as of the date of this Agreement. This Agreement has been duly executed and delivered on behalf of by the Company andCompany, and assuming the due authorization, execution and delivery of by Xxxxxx and Purchaser, this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be limited by subject to bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and other similar applicable Law laws of general applicability relating to or affecting creditors’ rights generally rights, and by general principles equitable principles. Following the Offer Acceptance Time, assuming satisfaction of equitythe Minimum Condition, no vote of the Company’s stockholders or any holder of Shares, Company Preferred Stock, Company Warrants, Company Options or any other securities of the Company, is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Company has the necessary corporate power and authority to enter into execute and deliver and to perform its obligations under this Agreement. At a meeting duly called Agreement and heldto consummate the Transactions, prior including the Merger, subject to the execution adoption of this Agreement, Agreement by holders representing at least a majority of all outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”). Except for the Company Stockholder Approval, no other vote of the holders of any class or series of Company Common Stock or Company Preferred Stock is necessary pursuant to applicable Legal Requirement or the Company’s organizational documents to adopt this Agreement and consummate the Merger. The Board of Directors has unanimously (a) adopted determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved and declared advisable the execution, delivery, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyTransactions, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (cd) resolved that the Merger shall be governed by and effected under Section 251(h251(c) of the DGCL, upon the terms and subject to the conditions of this Agreement, and (de) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer. Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, the execution and delivery of adopt this Agreement by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part at any meeting of the Company, ’s stockholders held for such purpose and no other corporate proceedings any adjournment or postponement thereof on the part terms and subject to the conditions of this Agreement. The resolutions in the foregoing sentence, subject to Section 5.1, have not been subsequently withdrawn or modified in a manner adverse to Parent as of the Company are necessary to authorize the execution, delivery, and performance by the Company date of this Agreement. This Agreement has been duly executed and delivered on behalf of by the Company andCompany, and assuming the due authorization, execution and delivery of this Agreement on behalf of Parent by Xxxxxx and Merger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company, Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be limited by subject to bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and other similar applicable Law laws of general applicability relating to or affecting creditors’ rights generally rights, and by general principles of equityequitable principles.

Authority; Binding Nature of Agreement. The Company has the necessary corporate absolute and unrestricted right, power and authority to enter into and to perform its obligations under this Agreement. At The board of directors of the Company (at a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously ) has (a) adopted unanimously approved this Agreement and approved declared that it is advisable and declared advisable the execution, delivery, and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests of the Company Company's stockholders, (b) unanimously authorized and its stockholdersapproved the execution, delivery and performance of this Agreement by the Company, (c) resolved unanimously recommended the adoption of this Agreement by the holders of Company Common Stock and directed that this Agreement and the Merger shall be governed submitted for adoption by and effected under the Company's stockholders at the Company Stockholders' Meeting (as defined in Section 251(h) of the DGCL5.2), and (d) resolved to recommend the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the stockholders Combination or any of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer. Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, the execution and delivery of this Agreement other transactions contemplated by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance by the Company of this Agreement. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, except as may be limited by subject to (i) laws of general application relating to bankruptcy, insolvency, moratoriuminsolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Prior to the execution of the Company Stockholder Voting Agreements, the Board of Directors of the Company approved the Company Stockholder Voting Agreements and the transactions contemplated thereby. No state takeover statute or similar applicable Law affecting creditors’ rights generally and by general principles Legal Requirement applies or purports to apply to the Combination, this Agreement or any of equitythe transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Company has the necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement. At a meeting duly called and heldAgreement and, prior subject to the execution adoption of this Agreement by the holders of at least a two-thirds majority in combined voting power of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”), to consummate the Transactions. The Company Board has duly adopted resolutions (a) approving and declaring advisable this Agreement and the Transactions, including the Company Merger, (b) approving the execution, delivery and performance of this Agreement and, subject to obtaining the Company Stockholder Approval, the consummation by the Company of the Transactions, including the Company Merger, (c) directed that, subject to the terms and conditions of this Agreement, the Company Board unanimously (a) adopted this Agreement and approved and declared advisable the execution, delivery, and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, on the terms and subject Merger be submitted to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests stockholders of the Company and its stockholders, (c) resolved that the Merger shall be governed by and effected under Section 251(h) of the DGCL, for their approval and (d) resolved to, subject to the terms and conditions of this Agreement, recommend that the approval of the Company Merger by the stockholders of the Company accept (the Offer and tender their shares of Company Common Stock “Board Recommendation”), which resolutions, except as permitted under Section 6.2, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Merger Sub pursuant to the OfferParent. Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, the The execution and delivery of this Agreement by the Company and the consummation by the Company of the Company Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and delivery or performance by the Company of this AgreementAgreement other than, with respect to consummation of the Company Merger, obtaining the Company Stockholder Approval. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Parent and Merger SubParties, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of law governing specific performance, moratorium, injunctive relief and other similar applicable Law affecting creditors’ rights generally and by general principles of equityequitable remedies.

Authority; Binding Nature of Agreement. The Company has the necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement. At a meeting duly called and held, prior to the execution of this Agreement, the The Company Board unanimously has (a) adopted this Agreement and approved and declared advisable the execution, delivery, and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including including, without limitation, the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (c) resolved agreed that the Merger shall this Agreement will be governed by and effected under Section 251(h) of the DGCL, and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Acquisition Sub pursuant to the Offer. Assuming Offer and (e) has approved the Transactions are consummated in accordance with Support Agreements for purposes of Section 251(h) 203 of the DGCL, the . The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance by the Company of this Agreement. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Merger Acquisition Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of law governing specific performance, moratorium, injunctive relief and other similar applicable Law affecting creditors’ rights generally and by general principles of equityequitable remedies.

Authority; Binding Nature of Agreement. The Company has the necessary requisite corporate power and authority to enter into and to perform its obligations under this AgreementAgreement and, subject to receipt of the Required Company Stockholder Vote, to consummate the Merger. At a meeting duly called and held, On or prior to the execution of this Agreementdate hereof, the Company Board unanimously has unanimously: (a) adopted this Agreement duly and validly authorized and approved and declared advisable the execution, delivery, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including Merger by the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, Company; (b) determined that the transactions contemplated by this Agreement, including the Offer Merger is fair to and the Merger, are in the best interests of the Company and its stockholders, ; (c) resolved that approved and declared advisable this Agreement and the Merger shall be governed transactions contemplated by and effected under Section 251(h) of this Agreement, including the DGCL, Merger; and (d) resolved subject to recommend the terms and conditions hereof, directed that this Agreement be submitted to a vote of the Company’s stockholders, recommended that the stockholders of the Company accept adopt this Agreement (the Offer “Company Board Recommendation”), and tender their shares of resolved to include the Company Common Stock Board Recommendation in the Joint Proxy Statement/Prospectus, subject to Merger Sub pursuant to the OfferSection 4.2. Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, the The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement other than, with respect to the executionMerger, delivery, the receipt of the Required Company Stockholder Vote and performance the filing of the Certificate of Merger as required by the Company of this AgreementDGCL. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Merger Acquisition Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by subject to: (i) laws of general application relating to bankruptcy, insolvency, moratoriumreorganization, and moratorium or other similar applicable Law laws, now or hereafter in effect, affecting creditors’ rights generally generally; and by general principles (ii) rules of equitylaw governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has the necessary corporate power and authority to enter into and deliver and to perform its obligations under this AgreementAgreement and, subject to obtaining the Required Company Stockholder Vote, if necessary under any applicable Legal Requirements, to consummate the Transactions. At The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that this Agreement and the Transactions, prior to including the execution of this AgreementOffer and the Merger, are advisable to, and in the best interest of, the Company Board unanimously and its stockholders, (ab) adopted this Agreement and approved and declared advisable the execution, delivery, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyTransactions, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (c) resolved that the Merger shall be governed by and effected under Section 251(h) of the DGCL, and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub Parent pursuant to the Offer. Assuming Offer and, if applicable, approve the Transactions are consummated in accordance with Section 251(h) of the DGCL, the execution and delivery adoption of this Agreement by the Company and the consummation by Merger, (d) authorized and approved the Company Top-Up Option and the issuance of the Merger Top-Up Shares, which resolutions, subject to Section 6.1, have not been duly authorized by all necessary corporate action on subsequently withdrawn or modified in a manner adverse to Parent and (e) to the part extent necessary, adopted a resolution having the effect of causing the Merger, this Agreement and the Transactions, including the exercise of the CompanyTop-Up Option, and no other corporate proceedings on not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the part Merger or any of the Company are necessary to authorize the execution, delivery, and performance by the Company of this Agreementother Transactions. This Agreement has been duly executed and delivered on behalf of by the Company andCompany, and assuming the due authorization, execution and delivery of by Parent and Purchaser, this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation obligations of the Company, Company and is enforceable against the Company in accordance with its terms, except as may be limited by subject to (i) laws of general application relating to bankruptcy, insolvency, moratoriuminsolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other similar applicable Law affecting creditors’ rights generally and by general principles of equityequitable remedies.

Authority; Binding Nature of Agreement. The Assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL and assuming the accuracy of Parent’s and Purchaser’s representation and warranty set forth in Section 4.8, the Company has the necessary corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and to perform its obligations under this AgreementAgreement and to consummate the Transactions. At The Board of Directors of the Company (at a meeting duly called and held, prior to the execution of this Agreement, the Company Board ) has unanimously (a) adopted this Agreement and approved and declared advisable the execution, delivery, and performance by the Company of determined that this Agreement and the consummation of the transactions contemplated hereby, including the Offer Transactions are advisable and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (cb) resolved that approved and declared advisable this Agreement, the Offer, the Merger shall be governed by and effected under Section 251(h) the other Transactions in accordance with the requirements of the DGCL, and (dc) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub Shares pursuant to the Offer. Assuming Offer and (d) to the Transactions are consummated in accordance with Section 251(h) extent necessary, adopted a resolution having the effect of causing the Merger, this Agreement and the transactions contemplated by this Agreement not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the Merger or any of the DGCL, the execution other transactions contemplated by this Agreement. Except in compliance with Sections 1.2(c) and delivery 5.4 of this Agreement Agreement, none of the foregoing resolutions by the Company and the consummation by the Company Board of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part Directors of the Company are necessary to authorize the executionhave been amended, delivery, and performance by the Company of this Agreementrescinded or modified. This Agreement has been duly executed and delivered on behalf by the Company and constitutes the legal, valid and binding obligation of the Company and, and assuming the due authorization, execution and delivery of this Agreement on behalf of by Parent and Merger SubPurchaser, constitutes the valid and binding obligation of the Company, is enforceable against the Company in accordance with its terms, except as may be limited by subject to (i) laws of general application relating to bankruptcy, insolvency, moratoriuminsolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other similar applicable Law affecting creditors’ rights generally and by general principles of equityequitable remedies.

Authority; Binding Nature of Agreement. The Company has the necessary corporate power and authority to enter into execute and deliver and to perform its obligations under this AgreementAgreement and to consummate the Transactions. At a meeting duly called The Board of Directors has (a) approved this Agreement and held, prior declared it advisable for the Company to the execution of enter into this Agreement, the Company Board unanimously (ab) adopted this Agreement and approved and declared advisable the execution, delivery, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyTransactions, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (c) resolved that the Merger shall be governed by and effected under Section 251(h) of the DGCL, DGCL and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock Shares to Merger Sub Purchaser pursuant to the Offer. Assuming the Transactions are consummated , which resolutions, subject to Section 6.1, have not been subsequently withdrawn or modified in accordance with Section 251(h) a manner adverse to Parent as of the DGCL, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance by the Company date of this Agreement. This Agreement has been duly executed and delivered on behalf of by the Company andCompany, and assuming the due authorization, execution and delivery of by Parent and Purchaser, this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be limited by subject to bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and other similar applicable Law laws of general applicability relating to or affecting creditors’ rights generally rights, and by general principles equitable principles. If the Merger is consummated in accordance with Section 251(h) of equitythe DGCL as contemplated hereby, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Company has the necessary requisite corporate power and authority to enter into and deliver and to perform its obligations under this AgreementAgreement and to consummate the Transactions. At The Company Board (at a meeting duly called and held) has (a) determined that this Agreement and the Transactions, prior to including the execution of this AgreementOffer and the Merger, are fair and advisable to, and in the best interest of, the Company Board unanimously and its stockholders; (ab) adopted this Agreement and approved and declared advisable the execution, delivery, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyTransactions, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests of the Company and its stockholders, ; (c) resolved that this Agreement and the Merger shall be governed by and effected under subject to Section 251(h) of the DGCL, ; and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub Parent pursuant to the Offer, which resolutions, subject to Section 6.1, have not been subsequently withdrawn or modified in a manner adverse to Parent. Assuming The execution and delivery of this Agreement by the Transactions are Company and, assuming the Merger is consummated in accordance with Section 251(h) of the DGCL, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger Transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the executionTransactions (other than the Company Board’s delivery of its recommendation to the Company’s stockholders as contemplated under clause (d) above and as required in accordance with Section 1.2(a), deliverythe filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, the filing required by the HSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, and performance the submission of any filing required by the Company rules and regulations of this Agreementthe New York Stock Exchange). This Agreement has been duly executed and delivered on behalf of by the Company andCompany, and assuming the due authorization, execution and delivery of by Parent and Purchaser, this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation obligations of the Company, Company and is enforceable against the Company in accordance with its terms, except as may be limited by subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of law governing specific performance, moratorium, injunctive relief and other similar applicable Law affecting creditors’ rights generally and by general principles of equityequitable remedies.

Authority; Binding Nature of Agreement. The Company has the necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement. At a meeting duly called and held, prior to the execution The board of this Agreement, directors of the Company Board unanimously has unanimously: (a) adopted this Agreement and approved and declared advisable the execution, delivery, and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Offer Merger; and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined directed that this Agreement be submitted to the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests stockholders of the Company for their adoption at the Company Stockholders Meeting and its stockholders, (c) resolved that the Merger shall be governed by and effected under Section 251(h) of the DGCL, and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offeradopt this Agreement. Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, the The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement other than, with respect to the executionMerger, delivery, and performance the adoption of this Agreement by the holders of a majority of the shares of Company Common Stock outstanding on the record date established for the Company Stockholders Meeting (the “Company Stockholder Approval”) and the filing of this Agreementthe certificate of merger as required by the DGCL. This Agreement has been duly and validly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by subject to: (i) laws of general application relating to bankruptcy, insolvency, moratoriumreorganization, moratorium and other similar applicable Law laws affecting creditors’ rights generally generally; and by general principles (ii) rules of equitylaw governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has the necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement. At a meeting duly called and held, prior to the execution of this Agreement, the The Company Board unanimously has unanimously: (a) adopted this Agreement and approved and declared advisable the execution, delivery, and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this AgreementOffer is fair to, including the Offer and the Merger, are in the best interests of, the Company’s stockholders; (b) authorized and approved the execution, delivery and performance of this Agreement by the Company and its stockholders, Company; (c) resolved declared that the Merger shall be governed by and effected under Section 251(h) of the DGCL, and this Agreement is advisable; (d) resolved to recommend that the stockholders of make the Company accept Board Recommendation; and (e) elected to enter into this Agreement and consummate the Offer and tender their shares of Company Common Stock to Merger Sub transactions contemplated hereby pursuant to the Offer. Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, the . The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement other than, with respect to the executionMerger, deliverythe tendering of Company Shares representing such percentage of Company Shares (and each class and series thereof) that, absent Section 251(h) of the DGCL, would be required to adopt and performance approve this Agreement and the filing of the appropriate merger documents as required by the Company of this AgreementDGCL. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Merger Acquisition Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by subject to (i) laws of general application relating to bankruptcy, insolvency, moratoriuminsolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other similar applicable Law affecting creditors’ rights generally and by general principles of equityequitable remedies.

Authority; Binding Nature of Agreement. The Company has the necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement. At a meeting duly called and held, prior to the execution of this Agreement, the The Company Board unanimously has (a) approved, adopted this Agreement and approved and declared advisable the execution, delivery, and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyTransactions, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (c) resolved agreed that the Merger shall this Agreement will be governed by and effected under Section 251(h) of the DGCL, and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the OfferOffer (such Company Board Recommendation not having been rescinded, modified or altered in any way, as of the date hereof). Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, and assuming the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.5, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance by the Company of this Agreement. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of law governing specific performance, moratorium, injunctive relief and other similar applicable Law affecting creditors’ rights generally and by general principles of equityequitable remedies.

Authority; Binding Nature of Agreement. The Company has the necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement. At a meeting duly called and held, prior to the execution of this Agreement, the The Company Board has unanimously (a) approved, adopted this Agreement and approved and declared advisable the execution, delivery, and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyTransactions, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (c) resolved agreed that the Merger shall this Agreement will be governed by and effected under Section 251(h) of the DGCL, and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer. Assuming the Transactions are consummated in accordance with Section 251(h) As of the DGCLdate hereof, the Company Board Recommendation has not been rescinded, modified or altered in any way. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other Transactions have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance by the Company of this Agreement. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of law governing specific performance, moratorium, injunctive relief and other similar applicable Law affecting creditors’ rights generally and by general principles equitable remedies. Table of equity.Contents

Authority; Binding Nature of Agreement. The Company has the necessary corporate power and authority to enter into and deliver and, assuming the Stockholder Consent is obtained, to perform its obligations under this AgreementAgreement and to consummate the Transactions. At a meeting duly called and held, prior to the execution of Company Board has: (a) determined that this AgreementAgreement and the Transactions, including the Merger, are advisable and in the best interest of, the Company Board unanimously and its stockholders; (ab) adopted declared it advisable to enter into this Agreement and Agreement; (c) approved and declared advisable the execution, delivery, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyTransactions, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (c) resolved that the Merger shall be governed by and effected under Section 251(h) of the DGCL, ; and (d) resolved to recommend that the stockholders of the Company accept approve the Offer and tender their shares of Company Common Stock transactions. Subject to Merger Sub pursuant to the Offer. Assuming the Transactions are consummated in accordance with Section 251(h) 6.1, none of the DGCL, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger foregoing resolutions have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary subsequently withdrawn or modified in a manner adverse to authorize the execution, delivery, and performance by the Company of this AgreementBuyer. This Agreement has been duly executed and delivered on behalf of by the Company and, assuming the Company. Assuming due authorization, execution and delivery of this Agreement on behalf of Parent by Buyer and Merger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company, Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be limited by subject to bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and other similar applicable Law laws of general applicability relating to or affecting the enforcement of creditors’ rights generally rights, and by general principles equitable principles. The Stockholder Consent is the only vote or approval of equitythe Company Stockholders required to approve this Agreement and to consummate the Transactions, including the Merger, under any applicable Law, including the DGCL, the Company’s Organizational Documents or any other Contract by which the Company is bound.

Authority; Binding Nature of Agreement. The Company has the necessary all requisite corporate power and authority to enter into execute and deliver and to perform its obligations under this AgreementAgreement and to consummate the Transactions. At a meeting duly called Except for the filing of the Washington Articles of Xxxxxx with the Secretary of State of the State of Washington, no other corporate actions or proceedings on the part of the Company are necessary to authorize the execution and held, prior delivery of and performance under this Agreement and the consummation of the Transactions. Prior to the execution date of this Agreement, at a meeting duly called, convened and held in accordance with the Company articles of incorporation and bylaws of the Company, the Board of Directors has unanimously (a) adopted determined that this Agreement and the Transactions, including the Offer and the Merger are fair to, and in the best interests of, the Company and its shareholders, (b) declared it advisable to enter into this Agreement, (c) approved and declared advisable the execution, delivery, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyTransactions, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (cd) resolved that the Merger shall be governed by and effected under pursuant to Section 251(h23B.11.030(9) of the DGCL, WBCA and (de) resolved to recommend that the stockholders shareholders of the Company accept the Offer and tender their shares of Company Common Stock Shares to Parent or Merger Sub Sub, as applicable, pursuant to the Offer. Assuming , and to include the Transactions are consummated Company Board Recommendation in accordance the Schedule 14D‑9 when filed with the SEC and disseminated to the Company’s shareholders, which resolutions, subject to Section 251(h) 6.1, have not been subsequently amended, withdrawn or modified as of the DGCL, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance by the Company date of this Agreement. This Agreement has been duly executed and delivered on behalf of by the Company andCompany, and assuming the due authorization, execution and delivery of this Agreement on behalf of Parent by Xxxxxx and Merger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company, Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be limited by subject to bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and other similar applicable Law laws of general applicability relating to or affecting creditors’ rights generally rights, and by general principles equitable principles. If the Merger is consummated in accordance with Section 23B.11.030(9) of equitythe WBCA as contemplated hereby, no vote of the Company’s shareholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Company has the necessary all requisite corporate power and authority to enter into and deliver and to perform its obligations under this Agreement. At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously (a) adopted this Agreement and approved and declared advisable to consummate the Transactions. The execution, delivery, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (c) resolved that the Merger shall be governed by and effected under Section 251(h) of the DGCL, and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer. Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger Transactions have been duly and validly authorized by all necessary corporate action on action, and assuming that the part Merger is consummated in accordance with Section 251(h) of the CompanyDGCL, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, deliverydelivery and performance of this Agreement or to consummate the Transactions (subject, in case of the Merger, to the filing and recordation of appropriate merger documents as required by the DGCL). The Company Board (at a meeting duly called and held) acting upon the unanimous recommendation of the Company Special Committee, has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair, advisable to, and in the best interest of, the Company and its stockholders, (b) approved and deemed advisable the execution, delivery and performance by the Company of this AgreementAgreement and the consummation of the Transactions, including the Offer and the Merger, in accordance with the DGCL, (c) agreed that the Agreement shall be subject to Section 251(h) of the DGCL and (d) recommended that the stockholders of the Company tender their shares to Parent pursuant to the Offer, which resolutions, subject to Section 6.1, have not been subsequently rescinded, withdrawn or modified. This Agreement has been duly executed and delivered on behalf of by the Company andCompany, and assuming the due authorization, execution and delivery of by Parent and Purchaser, this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation obligations of the Company, Company and is enforceable against the Company in accordance with its terms, except as may be limited by subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of law governing specific performance, moratorium, injunctive relief and other similar applicable Law affecting creditors’ rights generally and by general principles of equityequitable remedies.

Authority; Binding Nature of Agreement. The Company has the necessary corporate power and authority to enter into and to perform its obligations under this Agreement. At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously (a) approved, adopted this Agreement and approved and declared advisable the execution, delivery, and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyTransactions, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (c) resolved that this Agreement and the Merger shall will be governed by and effected under Section 251(h) of the DGCL, and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer, which resolutions have not been subsequently withdrawn or modified in a manner adverse to Parent (except for in connection with a Change in Recommendation permitted in accordance with this Agreement). Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, and assuming the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.5, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance by the Company of this Agreement. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, moratorium and other similar applicable Law affecting creditors’ rights generally and by general principles of equity.

Authority; Binding Nature of Agreement. The Company has the necessary corporate power and authority to enter into execute and deliver and to perform its obligations under this AgreementAgreement and to consummate the Transactions. At a meeting duly called The Board of Directors has (a) determined that this Agreement and heldthe Transactions, prior including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to the execution of enter into this Agreement, the Company Board unanimously (ac) adopted this Agreement and approved and declared advisable the execution, delivery, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyTransactions, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (cd) resolved that the Merger shall be governed by and effected under pursuant to Section 251(h) of the DGCL, DGCL and (de) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock Shares to Merger Sub Parent or Purchaser, as applicable, pursuant to the Offer. Assuming , (the Transactions are consummated preceding clauses (a) through (e), the “Company Board Recommendation”), which resolutions, subject to Section 6.1, have not been subsequently withdrawn or modified in accordance with Section 251(h) a manner adverse to Parent as of the DGCL, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance by the Company date of this Agreement. This Agreement has been duly executed and delivered on behalf of by the Company andCompany, and assuming the due authorization, execution and delivery of by Parent and Purchaser, this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be limited by subject to bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and other similar applicable Law laws of general applicability relating to or affecting creditors’ rights generally rights, and by general principles equitable principles. If the Merger is consummated in accordance with Section 251(h) of equitythe DGCL as contemplated hereby, no vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Company has the necessary corporate power and authority to enter into and to perform its obligations under this Agreement. At a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously (a) approved, adopted this Agreement and approved and declared advisable the execution, delivery, and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyTransactions, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, are in the best interests of the Company and its stockholders, (c) resolved that this Agreement and the Merger shall will be governed by and effected under Section 251(h) of the DGCL, and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer, which resolutions described in clauses (a)—(d) have not been subsequently withdrawn or modified in a manner adverse to Parent (except for in connection with a Change in Recommendation permitted in accordance with this Agreement). Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, and assuming the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.5, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other Transactions have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings proceedings, on the part of the Company are necessary necessary, to authorize the execution, delivery, delivery and performance by the Company of this Agreement. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, moratorium and other similar applicable Law affecting creditors’ rights generally and by general principles of equity.

Authority; Binding Nature of Agreement. The Company has the necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement, subject only to the Company Requisite Vote. At The Company Board, at a meeting duly called and held, prior to the execution of has unanimously: (a) determined that this Agreement, the Company Board unanimously (a) adopted this Agreement and approved and declared advisable the execution, delivery, and performance by the Company of this Agreement Merger and the consummation of the transactions contemplated hereby, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) determined that the other transactions contemplated by this AgreementAgreement are fair to, including the Offer and the Merger, are in the best interests of, the Company's stockholders; (b) duly and validly authorized and approved the execution, delivery and performance of this Agreement by the Company and its stockholders, Company; (c) resolved declared that the Merger shall be governed by and effected under Section 251(h) of the DGCL, this Agreement is advisable; and (d) resolved to recommend that the stockholders of make the Company accept Recommendation, and directed that this Agreement be submitted to the Offer and tender their shares holders of Company Common Stock to Merger Sub pursuant to the OfferShares for their adoption. Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, the The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement other than, with respect to the executionadoption of this Agreement and the Merger, delivery, the Company Requisite Vote and performance the filing of the appropriate merger documents as required by the Company of this AgreementDGCL. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by subject to (i) laws of general application relating to bankruptcy, insolvency, moratoriuminsolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other similar applicable Law affecting creditors’ rights generally and by general principles of equityequitable remedies.

Authority; Binding Nature of Agreement. The Company has the necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement. At a meeting duly called and held, prior to the execution The board of this Agreement, directors of the Company Board unanimously has unanimously: (a) adopted determined that this Agreement is advisable, (b) determined that this Agreement and approved and declared advisable the execution, delivery, and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, taken together, are fair to and at a price and on the terms and subject to the conditions set forth in this Agreement, (b) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are in the best interests of the Company and its stockholdersthe holders of Company Shares, (c) resolved that approved the Merger shall be governed by execution, delivery and effected under Section 251(h) performance of this Agreement and the DGCLtransactions contemplated hereby, including the Offer and the Merger; and (div) resolved to recommend that the stockholders of make the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the OfferBoard Recommendation. Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, the The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement other than, with respect to the executionMerger, delivery, and performance the adoption of this Agreement by the holders of a majority of the Company Shares outstanding as of this Agreementthe applicable record date (if required under the DGCL) and the filing of appropriate merger documents as required by the DGCL. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Merger Acquisition Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by subject to (i) laws of general application relating to bankruptcy, insolvency, moratoriuminsolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other similar applicable Law affecting creditors’ rights generally and by general principles of equityequitable remedies.

Authority; Binding Nature of Agreement. The Company has the all necessary corporate power and authority to enter into and to perform its obligations under this Agreement. At The board of directors of the Company (at a meeting duly called and held, prior to the execution of this Agreement, the Company Board unanimously ) has: (a) adopted this Agreement and approved and declared advisable the execution, delivery, and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement, (b) unanimously determined that the transactions contemplated by this Agreement, including the Offer Merger is advisable and the Merger, are fair to and in the best interests of the Company and its stockholdersshareholders; (b) unanimously authorized and approved the execution, (c) resolved that the Merger shall be governed by delivery and effected under Section 251(h) of the DGCL, and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer. Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, the execution and delivery performance of this Agreement by the Company and unanimously approved the consummation Merger; (c) unanimously recommended the adoption and approval of this Agreement by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company’s shareholders at the Company Shareholders’ Meeting; and (d) to the extent necessary, unanimously adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement that might 37 otherwise apply to the Merger or any of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance by the Company of this AgreementContemplated Transactions. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited assuming the due authorization, execution and delivery of this Agreement by the Parent and Merger Sub, subject to: (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors; and (ii) rules of law governing specific performance, moratorium, injunctive relief and other similar applicable Law affecting creditors’ rights generally equitable remedies. Prior to the execution of the Voting Agreements, the Board of Directors of the Company approved the Voting Agreements and by general principles of equitythe transactions contemplated thereby.