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

Authority; Binding Nature of Agreement. (a) Parent has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Mergers. Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, on or prior to the date hereof, the Parent Board has unanimously: (i) duly and validly authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Mergers; and (iv) subject to the terms and conditions hereof, approved the issuance of shares of Parent Common Stock in the First Merger as contemplated by this Agreement (the “Parent Share Issuance”). Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, the execution and delivery of this Agreement by Parent and the consummation by Parent of the Mergers and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement, in each case other than the adoption of this Agreement by Parent as the sole shareholder of Acquisition Sub I and the sole member of Acquisition Sub II (which shall occur immediately following the execution of this Agreement). This Agreement has been duly executed and delivered on behalf of Parent and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Company, constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the General Enforceability Exception.

Authority; Binding Nature of Agreement. (a) Parent The Company has the requisite necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Mergers. Assuming Contemplated Transactions, subject only to the adoption of this Agreement by the Required Company Stockholder Vote and assuming the accuracy of the CompanyParent’s representations and warranties set forth in Section 2.223.11. The Company’s board of directors (at a meeting duly called and held) has: (a) determined that the Merger is advisable and fair to, on or prior to and in the date hereofbest interests of, the Parent Board has unanimously: Company and its stockholders; (ib) duly and validly authorized and approved the execution, the delivery and the performance of this Agreement by the Company and approved the consummation of the Mergers, by ParentMerger; (iic) determined that recommended the Mergers are fair to and in the best interests adoption of Parent and its stockholders; (iii) approved and declared advisable this Agreement by the holders of Company Common Stock and directed that this Agreement be submitted for adoption by the transactions contemplated by this Agreement, including Company’s stockholders at the MergersCompany Stockholders’ Meeting; and (ivd) subject to the terms extent necessary and conditions hereof, approved the issuance of shares of Parent Common Stock in the First Merger as contemplated by this Agreement (the “Parent Share Issuance”). Assuming assuming the accuracy of the CompanyParent’s representations and warranties set forth in Section 2.223.11, 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 other Contemplated Transactions. As of the date of this Agreement, none of such board actions or board resolutions have been rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement by Parent the Company and the consummation by Parent the Company of the Mergers Merger and other transactions contemplated by this Agreement Contemplated Transactions have been duly authorized by all necessary corporate action on the part of the Company, and, assuming the accuracy of Parent’s representations and warranties set forth in Section 3.11, and no other corporate proceedings on the part of Parent the Company are necessary to authorize the execution, delivery or performance of this AgreementAgreement by the Company, in each case other than than, with respect to the adoption consummation of this Agreement by Parent as the sole shareholder Merger, the receipt of Acquisition Sub I the Required Company Stockholder Vote and the sole member filing of Acquisition Sub II (which shall occur immediately following the execution certificate of this Agreement)merger as required by the DGCL. This Agreement has been duly executed and delivered on behalf of Parent and, assuming by the due authorization, execution Company and delivery of this Agreement on behalf of the Company, constitutes the legal, valid and binding obligation of Parentthe Company, enforceable against Parent the Company in accordance with its terms, subject to the General Enforceability ExceptionExceptions.

Authority; Binding Nature of Agreement. (a) Parent has the requisite and Merger Sub have all necessary corporate power and authority to enter into and to perform its their respective obligations under this Agreement and to consummate the Mergers. Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22Contemplated Transactions, on or prior subject only to the date hereof, the Parent Board has unanimously: (i) duly and validly authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Mergers; and (iv) subject to the terms and conditions hereof, approved the issuance of shares of Parent Common Stock in the First Merger as contemplated by this Agreement (the “Parent Share Issuance”). Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, the execution and delivery of this Agreement by Parent and the consummation by Parent of the Mergers and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement, in each case other than the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Sub, (ii) the sole shareholder adoption and approval of Acquisition Sub I the Parent Common Stock Issuance by the Required Parent Stockholder Vote and (iii) if applicable, the sole member adoption and approval of Acquisition Sub II an amendment to Parent’s certificate of incorporation to effect the Parent Reverse Stock Split by a majority of the outstanding shares of Parent Common Stock entitled to vote on the proposal to approve the Parent Reverse Stock Split. The board of directors of Parent (which shall occur immediately following at a meeting duly called and held) has, by unanimous vote of all directors of Parent: (a) determined that the execution Merger is advisable and fair to, and in the best interests of, Parent and its stockholders; (b) authorized and approved the execution, delivery and performance of this Agreement)Agreement by Parent and approved the Merger; and (c) recommended the approval of the Parent Common Stock Issuance by the holders of Parent Common Stock and directed that the Parent Common Stock Issuance be submitted for adoption by Parent’s stockholders at the Parent Stockholders’ Meeting. This Agreement has been duly executed and delivered on behalf of by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement on behalf of by the Company, Company constitutes the legal, valid and binding obligation of ParentParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the General Enforceability ExceptionExceptions.

Authority; Binding Nature of Agreement. (a) Parent The Company has the all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. This Agreement constitutes a legal, valid and to consummate the Mergers. Assuming the accuracy binding obligation of the Company’s representations , enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and warranties set forth in Section 2.22the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company hereby represents that its Board of Directors, at a meeting duly called and held on or prior to the date hereof, the Parent Board has unanimously: by unanimous vote (i) duly and validly authorized and approved the execution, the delivery and the performance of determined that this Agreement and the consummation of transactions contemplated hereby, including the MergersOffer and the Merger, by Parent; (ii) determined that the Mergers are advisable and are fair to and in the best interests of Parent the Company and its stockholders; , (iiiii) approved and declared advisable adopted this Agreement and the transactions contemplated by this Agreementhereby, including the Mergers; Offer and (iv) the Merger and the Stockholder Tender Agreements and the transactions contemplated thereby, which approval constitutes approval under Section 203 of the DGCL such that the Offer, the Merger, this Agreement and the other transactions contemplated hereby, and the Stockholder Tender Agreements and the transactions contemplated thereby, are not and shall not be subject to the terms and conditions hereof, approved the issuance of shares of Parent Common Stock in the First Merger as contemplated by this Agreement (the “Parent Share Issuance”). Assuming the accuracy any of the Company’s representations and warranties restrictions on "business combinations" set forth in Section 2.22, the execution and delivery of this Agreement by Parent and the consummation by Parent 203 of the Mergers and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of ParentDGCL, and no other corporate proceedings on (iii) resolved to recommend acceptance of the part of Parent are necessary to authorize this Agreement, in each case other than Offer by the Company's stockholders and approval and adoption of this Agreement by Parent the Company's stockholders (the unanimous recommendations referred to in this clause (iii) are collectively referred to in this Agreement as the sole shareholder of Acquisition Sub I and the sole member of Acquisition Sub II (which shall occur immediately following the execution of this Agreement"RECOMMENDATIONS"). This Agreement has been duly executed and delivered on behalf of Parent and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Company, constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the General Enforceability Exception.

Authority; Binding Nature of Agreement. (a) Each of Parent and Merger Sub has the requisite all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the MergersContemplated Transactions. Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, on or prior to the date hereof, the The Parent Board has unanimously(at meetings duly called and held) has: (i) duly and validly authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (iia) determined that the Mergers Contemplated Transactions are fair to to, advisable and in the best interests of Parent and its stockholders; (iiib) approved and declared advisable this Agreement and the transactions contemplated by this AgreementContemplated Transactions, including the Mergers; and (iv) subject to the terms and conditions hereof, approved the issuance of shares of Parent Common Stock in to the First Merger as contemplated by this Agreement (the “Parent Share Issuance”). Assuming the accuracy members of the Company’s representations Company pursuant to the terms of this Agreement; and warranties (c) determined to recommend, upon the terms and subject to the conditions set forth in Section 2.22, the execution and delivery of this Agreement by Parent and the consummation by Parent of the Mergers and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement, in each case other than that the adoption stockholders of Parent vote to approve this Agreement by Parent as the sole shareholder of Acquisition Sub I and the sole member Contemplated Transactions, including the issuance of Acquisition Sub II (which shall occur immediately following shares of Parent Common Stock to the execution members of the Company pursuant to the terms of this Agreement). The Merger Sub Board (by unanimous written consent) has: (x) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Merger Sub and its sole stockholder; (y) deemed advisable and approved this Agreement and the Contemplated Transactions; and (z) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. This Agreement has been duly executed and delivered on behalf of by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement on behalf of by the Company, constitutes the legal, valid and binding obligation of ParentParent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the General Enforceability ExceptionExceptions.

Authority; Binding Nature of Agreement. (a) Parent has the requisite corporate real estate investment trust power and authority to enter into and to perform its obligations under this Agreement and and, subject to the affirmative vote of not less than a majority of the votes cast by the holders of the outstanding Parent Common Shares entitled to vote on the matter at the Parent Shareholders Meeting to approve the Parent Share Issuance in connection with the Company Merger (the “Parent Shareholder Approval”), to consummate the MergersTransactions. Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, on or prior to the date hereof, the The Parent Board has unanimously: duly adopted resolutions unanimously (i) duly approving and validly authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared declaring advisable this Agreement and the transactions contemplated Mergers and the other Transactions, (ii) approving the execution, delivery and performance of this Agreement and, subject to obtaining the Parent Shareholder Approval, the consummation by this AgreementParent of the Transactions, including the Mergers; and (iviii) directing that, subject to the terms and conditions hereofof this Agreement, approved the issuance of shares Parent Share Issuance be submitted to the shareholders of Parent Common Stock in for their approval, and (iv) resolving to, subject to the First Merger as contemplated terms and conditions of this Agreement, recommend the approval of the Parent Share Issuance by this Agreement the shareholders of Parent (the “Parent Share IssuanceBoard Recommendation”). Assuming the accuracy of , which resolutions, except as permitted under Section 5.3, have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Company’s representations and warranties set forth in Section 2.22, the . The execution and delivery of this Agreement by Parent and the consummation by Parent of the Mergers and other transactions contemplated by this Agreement Transactions have been duly authorized by all necessary trust or corporate action on the part of Parent, and no other trust or corporate proceedings on the part of Parent are necessary to authorize this Agreementthe execution, in each case other than the adoption delivery and performance by Parent of this Agreement by other than, with respect to consummation of the Company Merger, obtaining the Parent as the sole shareholder of Acquisition Sub I and the sole member of Acquisition Sub II (which shall occur immediately following the execution of this Agreement)Shareholder Approval. This Agreement has been duly executed and delivered on behalf of the Parent Parties and, assuming the due authorization, execution and delivery of this Agreement on behalf of the CompanyParent Parties, constitutes the valid and binding obligation of Parent, enforceable against the Parent Parties in accordance with its terms, subject to the General Enforceability Bankruptcy and Equity Exception.

Authority; Binding Nature of Agreement. (a) Parent has and Merger Sub have the requisite corporate right, power and authority to enter into and, subject to obtaining the Required Parent Stockholder Vote and the Required Merger Sub Stockholder Vote (each as defined in Section 3.19), to perform its their respective obligations under this Agreement and to consummate the MergersAgreement. Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, on or prior to the date hereof, the The Parent Board has unanimously(at a meeting duly called and held) has: (ia) duly unanimously determined that the Merger is advisable and validly fair to, and in the best interests of, Parent and its stockholders; (b) unanimously authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Mergers; and (iv) subject to the terms and conditions hereof, approved the issuance of shares of Parent Common Stock in the First Merger as contemplated by this Agreement (the “Parent Share Issuance”). Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, the execution and delivery of this Agreement by Parent and unanimously approved the consummation by Parent Merger; (c) unanimously authorized and approved an amendment to Parent’s articles of incorporation increasing the authorized capitalization and effectuating the Reverse Stock Split (“Parent’s Amended Articles”); (d) unanimously approved, and recommended to Parent’s stockholders for approval, the Reverse Stock Split; and (e) unanimously recommended the approval of the Mergers Merger and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement, in each case other than the adoption of this Agreement by Parent as the sole shareholder of Acquisition Sub I and the sole member approval of Acquisition Sub II Parent’s Amended Articles by the holders of Parent Common Stock and directed that Parent’s Amended Articles, the Reverse Stock Split this Agreement and the Merger be submitted for consideration by Parent’s stockholders at the Parent Stockholders’ Meeting (which shall occur immediately following the execution of this Agreementas defined in Section 5.3). This Agreement has been duly executed and delivered on behalf of Parent and, assuming Assuming the due authorization, execution and delivery of this Agreement on behalf of by the Company, this Agreement constitutes the legal, valid and binding obligation of ParentParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency, the General Enforceability Exceptionrelief of debtors and creditors’ rights generally; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) Parent The Company has the requisite necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Mergers. Assuming transactions contemplated by this Agreement, subject only to the adoption of this Agreement by the Requisite Stockholder Approval and assuming the accuracy of the CompanyParent’s representations and warranties set forth in Section 2.22, on 4.6. The Company Board (at a meeting duly called and held or prior to the date hereof, the Parent Board by unanimous written consent) has unanimously: (ia) duly determined that the Merger is advisable and validly fair to, and in the best interests of, the Company and its stockholders; (b) authorized and approved the execution, the delivery and the performance of this Agreement by the Company and approved the consummation of the Mergers, by ParentMerger; (iic) determined that recommended the Mergers are fair to and in the best interests adoption of Parent and its stockholders; (iii) approved and declared advisable this Agreement by the holders of Company Common Stock and directed that this Agreement be submitted for adoption by the transactions contemplated by this Agreement, including Company’s stockholders at the MergersCompany Stockholder Meeting (the “Company Board Recommendation”); and (ivd) subject to the terms extent necessary and conditions hereof, approved the issuance of shares of Parent Common Stock in the First Merger as contemplated by this Agreement (the “Parent Share Issuance”). Assuming assuming the accuracy of the CompanyParent’s representations and warranties set forth in Section 2.224.6, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Law that might otherwise apply to the Merger or any of the other transactions contemplated by this Agreement. As of the date of this Agreement, none of such board actions or board resolutions have been rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement by Parent the Company and the consummation by Parent the Company of the Mergers Merger and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, and, assuming the accuracy of Parent’s representations and warranties set forth in Section 4.6, and no other corporate proceedings on the part of Parent the Company are necessary to authorize the execution, delivery or performance of this AgreementAgreement by the Company, in each case other than than, with respect to the adoption consummation of this Agreement by Parent as the sole shareholder Merger, the receipt of Acquisition Sub I the Requisite Stockholder Approval and the sole member filing of Acquisition Sub II (which shall occur immediately following the execution certificate of this Agreement)merger as required by the DGCL. This Agreement has been duly executed and delivered on behalf of Parent and, assuming by the due authorization, execution Company and delivery of this Agreement on behalf of the Company, constitutes the legal, valid and binding obligation of Parentthe Company, enforceable against Parent the Company in accordance with its terms, subject to the General Enforceability ExceptionExceptions.

Authority; Binding Nature of Agreement. (a) Each of Parent and Merger Sub has the all requisite corporate power and authority to enter into and and, subject to the receipt of the stockholder approval contemplated by Section 5.2, to perform its obligations under this Agreement. This Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to consummate (a) Legal Requirements of general application relating to bankruptcy, insolvency and the Mergers. Assuming relief of debtors, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the accuracy approval of the Company’s representations stockholders of Parent. Parent hereby represents that its Board of Directors, at a meeting duly called and warranties set forth in Section 2.22, held on or prior to the date hereof, the Parent Board has unanimously: by unanimous vote (i) duly and validly authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and Merger is in the best interests of Parent and its stockholders; , and (iiiii) approved approved, adopted and declared advisable this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement. Merger Sub hereby represents that its Board of Managers, by unanimous written consent, approved and adopted this Agreement, declared it advisable and approved the Merger and the other transactions contemplated by this Agreement, including and recommended that the Mergers; Parent adopt this Agreement. Parent hereby represents that it, as the sole member of Merger Sub, will approve and (iv) subject to adopt this Agreement, the terms Merger and conditions hereof, approved the issuance of shares of Parent Common Stock in the First Merger as other transactions contemplated by this Agreement (the “Parent Share Issuance”). Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, immediately after the execution and delivery of this Agreement by Parent and the consummation by Parent of the Mergers and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement, in each case other than the adoption of this Agreement by Parent as the sole shareholder of Acquisition Sub I and the sole member of Acquisition Sub II (which shall occur immediately following the execution of this Agreement). This Agreement has been duly executed and delivered on behalf of Parent and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Company, constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the General Enforceability Exceptionparties hereto.

Authority; Binding Nature of Agreement. (a) Parent The Company has the all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by the affirmative vote (in person or by proxy) of the holders of a majority of the voting power of the outstanding shares of Company Common Stock entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose or any adjournment or postponement thereof (the “Company Stockholder Approval”), to perform its obligations under this Agreement and to consummate hereunder. The Company Stockholder Approval is the Mergers. Assuming only vote of the accuracy holders of any class or series of the Company’s representations or any of its Subsidiaries’ capital stock or other securities necessary to adopt this Agreement and warranties set forth in Section 2.22approve the transactions contemplated hereby, including the Merger. The Company Board, at a meeting duly called and held on or prior to the date hereof, duly and unanimously adopted resolutions by which the Parent Board has unanimouslyCompany Board: (i) duly and validly authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared advisable this Agreement and the transactions contemplated by this Agreementhereby, including the MergersMerger; and (ivii) subject to determined that the terms and conditions hereof, approved the issuance of shares of Parent Common Stock in the First Merger as contemplated by this Agreement (the “Parent Share Issuance”). Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, the execution and delivery of this Agreement by Parent and the consummation by Parent of the Mergers and other transactions contemplated by this Agreement have been duly are in the best interests of the Company and the stockholders of the Company; (iii) authorized by all necessary corporate action and approved the execution, delivery and performance of this Agreement and the Merger on the part terms and subject to the conditions set forth herein; (iv) resolved to recommend that the stockholders of Parentthe Company adopt this Agreement (such recommendation, the “Company Board Recommendation”); and no other corporate proceedings on (v) directed that this Agreement be submitted to the part stockholders of Parent are necessary to authorize the Company for their adoption at a duly held meeting of such stockholders for such purpose. As of the date of this Agreement, the resolutions referred to in each case other than the adoption of this Agreement by Parent as the sole shareholder of Acquisition Sub I and the sole member of Acquisition Sub II (which shall occur immediately following the execution of this Agreement). This Agreement has preceding sentence have not been duly executed and delivered on behalf of Parent andrescinded, assuming the due authorizationmodified, execution and delivery of this Agreement on behalf of the Company, constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the General Enforceability Exceptionamended or withdrawn.

Authority; Binding Nature of Agreement. (a) Parent The Company has the requisite 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 Agreement and to consummate the Mergers. Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, on or prior to the date hereofOffer, the Parent Board has unanimously: (i) duly Merger and validly authorized the other transactions contemplated herein and approved the execution, the delivery and performance by the performance Company of this Agreement and the consummation by the Company of the MergersOffer, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared advisable this Agreement Merger and the transactions contemplated by this Agreement, including the Mergers; and (iv) subject to the terms and conditions hereof, approved the issuance of shares of Parent Common Stock in the First Merger as contemplated by this Agreement (the “Parent Share Issuance”). Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, the execution and delivery of this Agreement by Parent and the consummation by Parent of the Mergers and other transactions contemplated by this Agreement herein have been duly authorized by all necessary corporate action on the part of Parentthe Company. (b) The Board of Directors of the Company (at a meeting duly called and held) has unanimously (i) determined that this Agreement and the Offer, the Merger and no any other corporate proceedings on transaction contemplated herein are in the part best interests of Parent are necessary to authorize the Company’s stockholders, (ii) approved and declared advisable this Agreement, the Offer, the Merger and the other transactions contemplated herein in each case other than accordance with the adoption requirements of the DGCL, (iii) resolved to recommend that stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer, (iv) resolving that this Agreement by Parent as the sole shareholder of Acquisition Sub I and the sole member Merger shall be governed by and effected under Section 251(h) of Acquisition Sub II the DGCL and the Merger shall be consummated as soon as practicable following Offer Acceptance Time and (v) to the extent necessary, adopted a resolution having the effect of causing the Merger, this Agreement, the Support Agreements and the transactions contemplated by this Agreement and the Support Agreements not to be subject to any state Takeover Law or similar Law that might otherwise apply to the Merger or any of the other transactions contemplated by this Agreement, which shall occur immediately following resolutions, as of the execution date of this Agreement), have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered on behalf by the Company and constitutes the legal, valid and binding obligation of Parent the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Companyby Parent and Purchaser, constitutes the valid and binding obligation of Parent, is enforceable against Parent the Company in accordance with its terms, subject to (x) laws of general application relating to bankruptcy, insolvency and the General Enforceability Exceptionrelief of debtors, and (y) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) Parent has the requisite Each of PTI and Merger Sub and each PTI Subsidiary have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement Agreement. The PTI Board of Directors and to consummate the Mergers. Assuming the accuracy Board of the Company’s representations Directors of Merger Sub (at meetings duly called and warranties set forth in Section 2.22, on or prior to the date hereof, the Parent Board has unanimouslyheld) has: (i) duly and validly authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (iia) determined that the Mergers Contemplated Transactions are advisable and fair to and in the best interests of Parent such Party and its stockholders; (iiib) duly authorized and approved by all necessary corporate action, the execution, delivery and declared advisable performance of this Agreement and the transactions contemplated hereby, including the Contemplated Transactions; and (c) recommended the adoption and approval of this Agreement by the holders of PTI Common Stock and directed that this Agreement, including the Mergers; Reverse Split and (iv) subject to the terms and conditions hereof, approved the issuance of shares of Parent PTI Common Stock in the First Merger as contemplated Contemplated Transactions be submitted for consideration by this Agreement (PTI’s stockholders at the “Parent Share Issuance”). Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, the execution and delivery of this Agreement by Parent and the consummation by Parent of the Mergers and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement, in each case other than the adoption of this Agreement by Parent as the sole shareholder of Acquisition Sub I and the sole member of Acquisition Sub II (which shall occur immediately following the execution of this Agreement)PTI Stockholders’ Meeting. This Agreement has been duly executed and delivered on behalf of Parent by PTI and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement on behalf of by the Company, constitutes the legal, valid and binding obligation of ParentPTI and Merger Sub (as applicable), enforceable against Parent PTI or Merger Sub (as applicable) in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Prior to the General Enforceability Exceptionexecution of the PTI Stockholder Support Agreements, the PTI Board of Directors approved the PTI Stockholder Support Agreements and the transactions contemplated thereby. Merger Sub was formed solely to facilitate the Merger and has no assets, liabilities or operations except in connection therewith.

Authority; Binding Nature of Agreement. (a) Parent The Company has the all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining the Stockholder Approval (and assuming that the representations and warranties of Parent and Merger Sub set forth in Section 4.8 are accurate and that the Transactions are consummated in accordance with the DGCL), to perform its obligations under this Agreement and to consummate the MergersTransactions. Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, on or prior to the date hereof, the Parent Board has unanimously: (i) duly and validly authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Mergers; and (iv) subject to the terms and conditions hereof, approved the issuance of shares of Parent Common Stock in the First Merger as contemplated by this Agreement (the “Parent Share Issuance”). Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, the The execution and delivery of this Agreement by the Company, and, assuming that the representations and warranties of Parent and Merger Sub set forth in Section 4.8 are accurate and that the Transactions are consummated in accordance with the DGCL, the consummation by Parent of the Mergers and other transactions contemplated Transactions by this Agreement the Company, have been duly authorized by all necessary corporate action on the part Board of Parent, Directors. Assuming that the representations and no other corporate proceedings on the part warranties of Parent and Merger Sub set forth in Section 4.8 are necessary to authorize this Agreementaccurate and that the Transactions are consummated in accordance with the DGCL, in each case other than (i) the adoption of this Agreement by Parent as the sole shareholder affirmative vote (in person or by proxy) of Acquisition Sub I the holders of a majority of the outstanding Shares entitled to vote thereon at the Stockholders Meeting (the “Stockholder Approval”) is the only vote of the Company’s stockholders necessary to authorize or adopt this Agreement or to consummate the Transactions, and (ii) except for obtaining the sole member Stockholder Approval and filing the certificate of Acquisition Sub II (which shall occur immediately following merger with the execution Secretary of State of the State of Delaware in accordance with Section 1.3(b), no additional corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery or performance of this Agreement)Agreement by the Company or the consummation of the Transactions by the Company. This Agreement has been duly executed and delivered on behalf of Parent andby the Company, and assuming the due authorization, execution and delivery of by Pxxxxx and Merger Sub, this Agreement on behalf of the Company, constitutes the legal, valid and binding obligation of Parent, the Company and is enforceable against Parent the Company in accordance with its terms, subject except insofar as such enforceability may be limited by (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to the General Enforceability Exceptionor affecting creditors’ rights, or (B) general equitable principles.

Authority; Binding Nature of Agreement. (a) Parent The Company has the 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 Agreement, and assuming the representations and warranties in the second sentence of Section 4.8 are true and correct, to consummate the Mergers. Assuming Transactions, including the accuracy Offer and the Merger (subject, in the case of the Company’s representations and warranties set forth in Section 2.22Merger, on or prior if an Offer Termination has occurred, to the date hereofadoption of this Agreement by holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”)). The Board of Directors has (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Parent Board has unanimously: Company and its stockholders, (ib) duly and validly authorized and declared it advisable to enter into this Agreement, (c) approved the execution, the delivery and performance by the performance Company of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared advisable this Agreement and the transactions contemplated by this AgreementTransactions, including the Mergers; and (iv) subject to the terms and conditions hereof, approved the issuance of shares of Parent Common Stock in the First Merger as contemplated by this Agreement (the “Parent Share Issuance”). Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, the execution and delivery of this Agreement by Parent Offer and the consummation by Parent of the Mergers and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent, Merger and no other corporate proceedings on the part of Parent the Company or vote of the Company’s stockholders are necessary to authorize this Agreementthe consummation of the Transactions, other than, in each the case other than of the adoption Merger, if an Offer Termination has occurred, the Company Stockholder Approval, (d) resolved that (i) if the Offer Acceptance Time occurs, the Merger shall be effected under Section 251(h) of the DGCL and will be effected as soon as practicable following the consummation of the Offer, and (ii) if an Offer Termination occurs, the Merger will be governed by Section 251(c) of the DGCL and (e) resolved to recommend that the stockholders of the Company (1) accept the Offer and tender their Shares to Purchaser pursuant to the Offer and (2) adopt this Agreement by at any meeting of the Company’s stockholders held for such purpose and any adjournment or postponement thereof, which resolutions, unless the Board of Directors has made a Company Adverse Recommendation Change in accordance with Section 6.1(b), have not been subsequently withdrawn or modified in a manner adverse to Parent as of the sole shareholder of Acquisition Sub I and the sole member of Acquisition Sub II (which shall occur immediately following the execution date of this Agreement). This Agreement has been duly executed and delivered on behalf of Parent andby the Company, and assuming the due authorization, execution and delivery of by Xxxxxx and Purchaser, this Agreement on behalf of the Company, constitutes the legal, valid and binding obligation of Parent, the Company and is enforceable against Parent the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the General Enforceability ExceptionOffer Acceptance Time, assuming satisfaction of the Minimum Condition, 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. (aAssuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) Parent of the DGCL, the Company has the requisite corporate power and authority to enter into and deliver and to perform its obligations under this Agreement and the CVR Agreement and to consummate the MergersTransactions. Assuming The execution and delivery by the accuracy Company of this Agreement and, assuming the Company’s representations and warranties set forth in Section 2.22, on or prior to 4.8 are true and correct and that the date hereof, the Parent Board has unanimously: (iTransactions are consummated in accordance with Section 251(h) duly and validly authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the MergersDGCL, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Mergers; and (iv) subject to the terms and conditions hereof, approved the issuance of shares of Parent Common Stock in the First Merger as contemplated by this Agreement (the “Parent Share Issuance”). Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, the execution and delivery of this Agreement by Parent and the consummation by Parent the Company of the Mergers and other transactions contemplated by this Agreement have Transactions has been duly authorized by all necessary corporate action on the part of Parentthe Company. The Company Board (at a meeting duly called and held, at which all directors of the Company were present and voting in favor) has unanimously approved the Company Board Recommendation) has (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are advisable and fair to, and no in the best interest of, the Company and its stockholders, (b) agreed that the Merger shall be effected under Section 251(h) and other corporate proceedings on relevant provisions of the part of Parent are necessary to authorize this AgreementDGCL, in each case other than (c) approved the adoption execution, delivery and performance by the Company of this Agreement by Parent as the sole shareholder of Acquisition Sub I and the sole member consummation of Acquisition the Transactions, including the Offer and the Merger and (d) resolved to recommend that the stockholders of the Company tender their shares to Merger Sub II (pursuant to the Offer, which shall occur immediately following resolutions constituting the execution of this Agreement)Company Board Recommendation, subject to Section 6.1, have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered on behalf of Parent andby the Company, and assuming the due authorization, execution and delivery of by Pxxxxx and Merger Sub, this Agreement on behalf of and the CompanyCVR Agreement each constitute the legal, constitutes the valid and binding obligation of Parent, the Company and are enforceable against Parent the Company in accordance with its their terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the General Enforceability Exceptionrelief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) Each of Parent and Merger Sub has the all requisite corporate power and authority to enter into and and, subject to the receipt of the stockholder approval contemplated by Section 5.2, to perform its obligations under this Agreement. This Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to consummate (a) Legal Requirements of general application relating to bankruptcy, insolvency and the Mergers. Assuming relief of debtors, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the accuracy approval of the Company’s representations stockholders of Parent. Parent hereby represents that its Board of Directors, at a meeting duly called and warranties set forth in Section 2.22, held on or prior to the date hereof, the Parent Board has unanimously: by unanimous vote (i) duly and validly authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and Merger is in the best interests of Parent and its stockholders; , (iiiii) approved approved, adopted and declared advisable this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement, including the Mergers; and (iviii) subject determined to make the Parent Recommendation to the terms and conditions hereofstockholders of Parent. Merger Sub hereby represents that its Board of Managers, by unanimous written consent, approved and adopted this Agreement, declared it advisable and approved the issuance Merger and the other transactions contemplated by this Agreement, and recommended that the Parent adopt this Agreement. Parent hereby represents that it, as the sole member of shares of Parent Common Stock in Merger Sub, will approve and adopt this Agreement, the First Merger as and the other transactions contemplated by this Agreement (the “Parent Share Issuance”). Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, immediately after the execution and delivery of this Agreement by Parent and the consummation by Parent of the Mergers and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement, in each case other than the adoption of this Agreement by Parent as the sole shareholder of Acquisition Sub I and the sole member of Acquisition Sub II (which shall occur immediately following the execution of this Agreement). This Agreement has been duly executed and delivered on behalf of Parent and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Company, constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the General Enforceability Exceptionparties hereto.

Authority; Binding Nature of Agreement. (a) Parent The Company has the requisite all necessary corporate right, power and authority to enter into and to perform its obligations under this Agreement and and, assuming that the Requisite Stockholder Approval is obtained, to consummate the MergersMerger. Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, on or prior to the date hereof, the Parent Board has unanimously: (i) duly and validly authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Mergers; and (iv) subject to the terms and conditions hereof, approved the issuance of shares of Parent Common Stock in the First Merger as contemplated by this Agreement (the “Parent Share Issuance”). Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, the The execution and delivery of this Agreement by Parent and the Company and, assuming that the Requisite Stockholder Approval is obtained, the consummation by Parent the Company of the Mergers and other transactions contemplated by this Agreement have Merger has been duly authorized by all necessary corporate action on the part of Parentthe Company, and no other additional corporate proceedings on the part of Parent the Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement or (other than the filing of the certificate of merger with the Secretary of State of the State of Delaware) the consummation by the Company of the Merger. The Company Board (at a meeting duly called and held) has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth in this Agreement; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations in this Agreement, and the consummation of the Merger upon the terms and conditions set forth in each case other than the this Agreement; (iii) directed that adoption of this Agreement by Parent as be submitted to a vote at a meeting of the sole shareholder stockholders of Acquisition Sub I the Company; and (iv) resolved to recommend that the sole member Company Stockholders vote in favor of Acquisition Sub II (which shall occur immediately following the execution adoption of this AgreementAgreement in accordance with the DGCL (collectively, the “Company Board Recommendation”). This Agreement has been duly executed and delivered on behalf of Parent by the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Companyby Parent and Merger Sub, constitutes the legal, valid and binding obligation of Parentthe Company, enforceable against Parent the Company in accordance with its terms, subject to the General Enforceability ExceptionExceptions.

Authority; Binding Nature of Agreement. (a) Parent The Company has the 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 Agreement, and assuming the representations and warranties in the second sentence of Section 4.8 are true and correct, to consummate the Mergers. Assuming Transactions, including the accuracy Offer and the Merger (subject, in the case of the Company’s representations and warranties set forth in Section 2.22Merger, on or prior if an Offer Termination has occurred, to the date hereofadoption of this Agreement by holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”)). The Board of Directors has (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Parent Board has unanimously: Company and its stockholders, (ib) duly and validly authorized and declared it advisable to enter into this Agreement, (c) approved the execution, the delivery and performance by the performance Company of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared advisable this Agreement and the transactions contemplated by this AgreementTransactions, including the Mergers; and (iv) subject to the terms and conditions hereof, approved the issuance of shares of Parent Common Stock in the First Merger as contemplated by this Agreement (the “Parent Share Issuance”). Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, the execution and delivery of this Agreement by Parent Offer and the consummation by Parent of the Mergers and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent, Merger and no other corporate proceedings on the part of Parent the Company or vote of the Company’s stockholders are necessary to authorize this Agreementthe consummation of the Transactions, other than, in each the case other than of the adoption Merger, if an Offer Termination has occurred, the Company Stockholder Approval, (d) resolved that (i) if the Offer Acceptance Time occurs, the Merger shall be effected under Section 251(h) of this Agreement the DGCL and will be effected as soon as practicable following the consummation of the Offer, and (ii) if an Offer Termination occurs, the Merger will be governed by Section 251(c) 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, which resolutions, unless the Board of Directors has made a Company Adverse Recommendation Change in accordance with Section 6.1(b), have not been subsequently withdrawn or modified in a manner adverse to Parent as of the sole shareholder of Acquisition Sub I and the sole member of Acquisition Sub II (which shall occur immediately following the execution date of this Agreement). This Agreement has been duly executed and delivered on behalf of Parent andby the Company, and assuming the due authorization, execution and delivery of by Parent and Purchaser, this Agreement on behalf of the Company, constitutes the legal, valid and binding obligation of Parent, the Company and is enforceable against Parent the Company in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Following the General Enforceability ExceptionOffer Acceptance Time, assuming satisfaction of the Minimum Condition, 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. (a) Parent The Company has the requisite corporate real estate investment trust power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Company Common Shares entitled to vote on the matter at the Shareholders Meeting to approve this Agreement (the “Company Shareholder Approval”), to consummate the MergersTransactions. Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, on or prior to the date hereof, the Parent The Company Board has unanimously: duly adopted resolutions unanimously (i) duly approving and validly authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared declaring advisable this Agreement and the transactions contemplated Mergers and the other Transactions, (ii) approving the execution, delivery and performance of this Agreement and, subject to obtaining the Company Shareholder Approval, the consummation by this Agreementthe Company of the Transactions, including the Mergers; and Company Merger, (iviii) directing that, subject to the terms and conditions hereofof this Agreement, approved the issuance Company Merger be submitted to the shareholders of shares the Company for their approval, and (iv) resolving to, subject to the terms and conditions of Parent Common Stock in this Agreement, recommend the First approval of the Company Merger as contemplated by this Agreement the shareholders of the Company (the “Parent Share IssuanceCompany Board Recommendation”), which resolutions, except as permitted under Section 5.2, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent. Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, the The execution and delivery of this Agreement by Parent the Company and the consummation by Parent the Company of the Mergers and other transactions contemplated by this Agreement Transactions have been duly authorized by all necessary corporate action on the part of Parentthe Company, and no other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreementthe execution, in each case other than delivery and performance by the adoption Company of this Agreement by Parent as other than, with respect to consummation of the sole shareholder of Acquisition Sub I and Company Merger, obtaining the sole member of Acquisition Sub II (which shall occur immediately following the execution of this Agreement)Company Shareholder Approval. This Agreement has been duly executed and delivered on behalf of Parent the Company Parties and, assuming the due authorization, execution and delivery of this Agreement on behalf of the CompanyParent Parties, constitutes the valid and binding obligation of Parentthe Company, enforceable against Parent the Company Parties in accordance with its terms, subject to the General Enforceability Bankruptcy and Equity Exception.

Authority; Binding Nature of Agreement. (a) Each of Parent and Merger Sub has the requisite all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the MergersContemplated Transactions. Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, on or prior to the date hereof, the The Parent Board has unanimously(at meetings duly called and held) has: (i) duly and validly authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (iia) determined that the Mergers Contemplated Transactions are fair to to, advisable and in the best interests of Parent and its stockholders; , (iiib) approved and declared advisable this Agreement and the transactions contemplated by this AgreementContemplated Transactions, including the Mergers; and (iv) subject to the terms and conditions hereof, approved the issuance of shares of Parent Common Stock in and Parent Pre-Funded Warrants to the First Merger as contemplated by stockholders of the Company pursuant to the terms of this Agreement and (c) determined to recommend, upon the “Parent Share Issuance”). Assuming terms and subject to the accuracy of the Company’s representations and warranties conditions set forth in Section 2.22this Agreement, that the execution and delivery stockholders of this Agreement Parent vote to approve the Contemplated Transactions, and, if deemed necessary by Parent and the consummation Company, the Nasdaq Reverse Split pursuant to the terms of this Agreement. The Merger Sub Board (by Parent unanimous written consent) has: (x) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Mergers Merger Sub and other transactions contemplated by its sole stockholder, (y) deemed advisable and approved this Agreement have been duly authorized by all necessary corporate action on and the part of ParentContemplated Transactions and (z) determined to recommend, upon the terms and no other corporate proceedings on subject to the part of Parent are necessary to authorize conditions set forth in this Agreement, in each case other than that the adoption stockholder of Merger Sub vote to adopt this Agreement by Parent as and thereby approve the sole shareholder of Acquisition Sub I and the sole member of Acquisition Sub II (which shall occur immediately following the execution of this Agreement)Contemplated Transactions. This Agreement has been duly executed and delivered on behalf of Parent by Xxxxxx and Xxxxxx Sub and, assuming the due authorization, execution and delivery of this Agreement on behalf of by the Company, constitutes the legal, valid and binding obligation of ParentParent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the General Enforceability ExceptionExceptions.

Authority; Binding Nature of Agreement. (a) Parent has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and and, subject to receipt of the Required Parent Stockholder Vote, to consummate the Mergers. Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.222.23, on or prior to the date hereof, the Parent Board has unanimously: (i) duly and validly authorized and approved the execution, the delivery and and, subject to the receipt of the Required Parent Stockholder Vote, the performance of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Mergers; and (iv) subject to the terms and conditions hereof, approved the issuance of shares of Parent Class A Common Stock in the First Merger as contemplated by this Agreement (the “Parent Share Issuance”); and (v) directed that the Parent Share Issuance be submitted to a vote of Parent’s stockholders, recommended the approval of the Parent Share Issuance for purposes of the rules and regulations of Nasdaq by the holders of shares of Parent Common Stock (the “Parent Board Recommendation”), and resolved to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus, subject to Section 4.3. Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.222.23, the execution and delivery of this Agreement by Parent and the consummation by Parent of the Mergers and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement, in each case other than the adoption of this Agreement by Parent as the sole shareholder stockholder of Acquisition Sub I and the sole member of Acquisition Sub II (which shall occur immediately following the execution of this Agreement)) and, with respect to the Parent Share Issuance, the receipt of the Required Parent Stockholder Vote. This Agreement has been duly executed and delivered on behalf of Parent and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Company, constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the General Enforceability Exception.

Authority; Binding Nature of Agreement. (a) Parent has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the MergersAgreement. Assuming the accuracy The board of the Company’s representations and warranties set forth in Section 2.22, on or prior to the date hereof, the directors of Parent Board has unanimously: (i) duly determined that the transactions contemplated by this Agreement are fair to, and validly in the best interests of, Parent and (ii) authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Mergers; and (iv) subject to the terms and conditions hereof, approved the issuance of shares of Parent Common Stock in the First Merger as contemplated by this Agreement (the “Parent Share Issuance”). Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, the The execution and delivery of this Agreement by Parent and the consummation by Parent of the Mergers and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement, in . The execution and delivery of each case other than the adoption of this Agreement agreement referred to herein to which Parent is a party by Parent as the sole shareholder of Acquisition Sub I and the sole member consummation by Parent of Acquisition Sub II the transactions contemplated thereby have been (which shall occur immediately following or will be when such agreement is executed and delivered) duly authorized by all necessary action on the execution part of Parent, and no other proceedings on the part of Parent are necessary to authorize this Agreement). This Agreement has been duly executed and delivered on behalf of Parent and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Company, constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the General Enforceability ExceptionExceptions. Each other agreement referred to herein to which Parent is a party has been (or will be when such agreement is executed and delivered) duly executed and delivered on behalf of Parent and, assuming the due authorization, execution and delivery of such agreement by the other parties thereto, constitutes (or will constitute when such agreement is executed and delivered) the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Enforceability Exceptions.

Authority; Binding Nature of Agreement. (a) Parent The Company has the requisite corporate real estate investment trust power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Company Common Shares entitled to vote on the matter at the Company Shareholders Meeting to approve this Agreement (the “Company Shareholder Approval”), to consummate the MergersTransactions. Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, on or prior to the date hereof, the Parent The Company Board has unanimously: duly adopted resolutions (i) duly approving and validly authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared declaring advisable this Agreement and the transactions contemplated Mergers and the other Transactions, (ii) approving the execution, delivery and performance of this Agreement and, subject to obtaining the Company Shareholder Approval, the consummation by this Agreementthe Company of the Transactions, including the Mergers; and Company Merger, (iviii) directing that, subject to the terms and conditions hereofof this Agreement, approved the issuance Company Merger be submitted to the shareholders of shares the Company for their approval, and (iv) resolving to, subject to the terms and conditions of Parent Common Stock in this Agreement, recommend the First approval of the Company Merger as contemplated by this Agreement the shareholders of the Company (the “Parent Share IssuanceCompany Board Recommendation”), which resolutions, except as permitted under Section 5.2, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent. Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, the The execution and delivery of this Agreement by Parent the Company and the consummation by Parent the Company of the Mergers and other transactions contemplated by this Agreement Transactions have been duly authorized by all necessary trust or corporate action on the part of Parentthe Company, and no other trust or corporate proceedings on the part of Parent the Company are necessary to authorize this Agreementthe execution, in each case other than delivery and performance by the adoption Company of this Agreement by Parent as other than, with respect to consummation of the sole shareholder of Acquisition Sub I and Company Merger, obtaining the sole member of Acquisition Sub II (which shall occur immediately following the execution of this Agreement)Company Shareholder Approval. This Agreement has been duly executed and delivered on behalf of Parent the Company Parties and, assuming the due authorization, execution and delivery of this Agreement on behalf of the CompanyParent Parties, constitutes the valid and binding obligation of Parentthe Company Parties, enforceable against Parent the Company Parties in accordance with its terms, subject to the General Enforceability Bankruptcy and Equity Exception.

Authority; Binding Nature of Agreement. (a) Parent The Company has the requisite corporate real estate investment trust power and authority to enter into and to perform its obligations under this Agreement and, subject to the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Company Common Shares entitled to vote on the matter at the Company Shareholders Meeting to approve this Agreement (the “Company Shareholder Approval”), to consummate the MergersTransactions. Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, on or prior to the date hereof, the Parent The Company Board has unanimously: duly adopted resolutions (i) duly approving 55 and validly authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared declaring advisable this Agreement and the transactions contemplated Mergers and the other Transactions, (ii) approving the execution, delivery and performance of this Agreement and, subject to obtaining the Company Shareholder Approval, the consummation by this Agreementthe Company of the Transactions, including the Mergers; and Company Merger, (iviii) directing that, subject to the terms and conditions hereofof this Agreement, approved the issuance Company Merger be submitted to the shareholders of shares the Company for their approval, and (iv) resolving to, subject to the terms and conditions of Parent Common Stock in this Agreement, recommend the First approval of the Company Merger as contemplated by this Agreement the shareholders of the Company (the “Parent Share IssuanceCompany Board Recommendation”), which resolutions, except as permitted under Section 5.2, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent. Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, the The execution and delivery of this Agreement by Parent the Company and the consummation by Parent the Company of the Mergers and other transactions contemplated by this Agreement Transactions have been duly authorized by all necessary trust or corporate action on the part of Parentthe Company, and no other trust or corporate proceedings on the part of Parent the Company are necessary to authorize this Agreementthe execution, in each case other than delivery and performance by the adoption Company of this Agreement by Parent as other than, with respect to consummation of the sole shareholder of Acquisition Sub I and Company Merger, obtaining the sole member of Acquisition Sub II (which shall occur immediately following the execution of this Agreement)Company Shareholder Approval. This Agreement has been duly executed and delivered on behalf of Parent the Company Parties and, assuming the due authorization, execution and delivery of this Agreement on behalf of the CompanyParent Parties, constitutes the valid and binding obligation of Parentthe Company Parties, enforceable against Parent the Company Parties in accordance with its terms, subject to the General Enforceability Bankruptcy and Equity Exception.

Authority; Binding Nature of Agreement. (a) Parent The Company has the all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and and, subject to receipt of the Required Stockholder Vote, to consummate the Mergerstransactions contemplated hereby. Assuming The Company Board, acting upon the accuracy unanimous recommendation of the Company’s representations Special Committee, has duly and warranties set forth in Section 2.22, on or prior to unanimously (with Jxxxxxx X. Xxxxx not participating) adopted resolutions by which the date hereof, the Parent Company Board has unanimouslyhas: (ia) duly determined in good faith, after consultation with its financial advisor, that the Merger and validly the other transactions contemplated by this Agreement constitute a “Superior Offer” (as defined in the Prior Merger Agreement) and that it is in the best interests of the Company and its stockholders to terminate the Prior Merger Agreement, (b) authorized and approved the termination of the Prior Merger Agreement and payment of the Company Termination Fee (as such term is defined in the Prior Merger Agreement), (c) determined that this Agreement and the Merger and the consummation of the transactions contemplated hereby are advisable and fair to and in the best interests of the Company and its stockholders; (d) authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (ii) determined that the Mergers are fair to and in the best interests of Parent and its stockholders; (iii) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Mergershereby; and (ive) subject to the terms and conditions hereof, approved the issuance of shares of Parent Common Stock in the First Merger as contemplated by this Agreement (the “Parent Share Issuance”). Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, the execution and delivery of this Agreement by Parent and the consummation by Parent of the Mergers and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement, in each case other than recommended the adoption of this Agreement by Parent as the sole shareholder holders of Acquisition Sub I Company Common Stock and directed that this Agreement be submitted for consideration by the sole member of Acquisition Sub II (which shall occur immediately following Company’s stockholders at the execution of this Agreement)Company Stockholders Meeting. This Agreement has been duly executed and delivered on behalf of Parent and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Company, constitutes the legal, valid and binding obligation of Parentthe Company, enforceable against Parent the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the General Enforceability Exceptionrelief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) Parent has and Merger Sub have the requisite corporate right, power and authority to enter into and to perform its their respective obligations under this Agreement Agreement. The Board of Directors of Parent (at a meeting duly called and to consummate the Mergers. Assuming the accuracy held) has (a) determined by a unanimous vote of the Company’s representations and warranties set forth in Section 2.22, on or prior to the date hereof, the Parent Board has unanimously: (i) duly and validly authorized and approved the execution, the delivery and the performance of this Agreement and the consummation of the Mergers, by Parent; (ii) determined directors present that the Mergers are Merger is advisable and fair to and in the best interests of Parent and its stockholders; , (iiib) approved the execution, delivery and declared advisable performance of this Agreement and the transactions contemplated Escrow Agreement by this Agreement, Parent (including the Mergers; and (iv) subject to the terms and conditions hereof, approved the contemplated issuance of shares of Parent Common Stock in the First Merger as contemplated in accordance with this Agreement), (c) unanimously by this Agreement a unanimous vote of the directors present recommended (i) the Amendment and (ii) the approval of the issuance of Parent Common Stock in the Merger by the holders of Parent Common Stock (the “"Parent Share Issuance”Board Recommendation"), and (d) directed that approval of the Amendment and such issuance be submitted for consideration by Parent's stockholders at the Parent Stockholders' Meeting (as defined in Section 5.2(a)). Assuming the accuracy The Parent Board Recommendation has not been withdrawn, revoked or modified. The execution, delivery and performance by Merger Sub of the Company’s representations and warranties set forth in Section 2.22, the execution and delivery of this Agreement by Parent and the consummation by Parent of the Mergers and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of ParentMerger Sub and its Board of Directors and sole stockholder. Other than the Parent Stockholders' Meeting, and no other corporate proceedings on the part of by Parent or Merger Sub are necessary to authorize this Agreement, in each case other than Agreement or consummate the adoption of this Agreement by Parent as the sole shareholder of Acquisition Sub I and the sole member of Acquisition Sub II (which shall occur immediately following the execution of this Agreement)transactions contemplated hereby. This Agreement has been duly executed and delivered on behalf of by Parent and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Company, Merger Sub and constitutes the legal, valid and binding obligation of ParentParent and Merger Sub, enforceable against Parent them in accordance with its terms, subject to (x) laws of general application relating to bankruptcy, insolvency and the General Enforceability Exceptionrelief of debtors, and (y) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) Parent The Company has the requisite all necessary corporate power and authority to enter into into, deliver and to perform its obligations under this Agreement and and, assuming the Merger is consummated in accordance with Section 251(h) of the DGCL, to consummate the MergersTransactions. Assuming the accuracy of the Company’s representations At a meeting duly called and warranties set forth in Section 2.22, on or prior to the date hereofheld at which all directors were present, the Parent Company Board has unanimouslyhas, by resolutions unanimously and duly adopted: (ia) duly determined that this Agreement and validly authorized the Transactions, including the Offer and the Merger, are advisable, 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, the delivery and performance by the performance Company of this Agreement and the consummation of the MergersTransactions, by Parentincluding the Offer and the Merger; (iid) determined agreed that the Mergers are fair Merger shall be effected pursuant to Section 251(h) of the DGCL; and (e) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares to Purchaser pursuant to the Offer. Subject to Section 6.1, none of the foregoing resolutions have been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the best interests Company and the execution and delivery by the Company of Parent and its stockholders; (iii) approved and declared advisable this Agreement and the transactions contemplated consummation by this Agreement, including the Mergers; and (iv) subject to the terms and conditions hereof, approved the issuance of shares of Parent Common Stock in the First Merger as contemplated by this Agreement (the “Parent Share Issuance”). Assuming the accuracy Company of the Company’s representations and warranties set forth in Section 2.22, the execution and delivery of this Agreement by Parent and the consummation by Parent of the Mergers and other transactions contemplated by this Agreement Transactions have been duly authorized by all necessary corporate action on the part of Parentthe Company, and assuming the Merger is consummated in accordance with Section 251(h) of the DGCL, except for filing the certificate of merger with the Secretary of State pursuant to the DGCL, no other corporate proceedings on the part of Parent the Company are necessary to authorize this Agreement, in each case other than the adoption execution and delivery of this Agreement by Parent as or the sole shareholder consummation of Acquisition Sub I and the sole member of Acquisition Sub II (which shall occur immediately following the execution of this Agreement)Transactions. This Agreement has been duly executed and delivered on behalf of Parent and, assuming the Assuming due authorization, execution and delivery of by Parent and Purchaser, this Agreement on behalf of the Company, constitutes the legal, valid and binding obligation of Parent, the Company and is enforceable against Parent the Company in accordance with its terms, except as such enforcement may be subject to the General Enforceability Exceptionbankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles.