Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior to the Closing, all necessary power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, have been, or shall be prior to the Closing, duly and validly authorized by all necessary action on part of such Seller, and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a party. This Agreement has been duly and validly executed and delivered by each Seller, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement of the applicable members of the Seller Group, enforceable against each such member in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally, or general principles of equity (collectively, the “Enforceability Exceptions”).

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior to the Closing, Purchaser has all necessary power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group Purchaser of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, have been, or shall be prior to the Closing, duly and validly authorized by all necessary action on part of such SellerPurchaser, and no other proceedings on the part of a Seller or any member of the Seller Group Purchaser are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a partyAgreement. This Agreement has been duly and validly executed and delivered by each SellerPurchaser, and, assuming the due authorization, execution and delivery of this Agreement by PurchaserSellers, constitutes, and each Ancillary Agreement to which each Seller or any member of the Seller Group Purchaser is or shall at Closing be a party, when executed and delivered by the members of the Seller Group Purchaser and/or its applicable Affiliate party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its the applicable Affiliate party theretomember of the Seller Group, shall constitute constitute, a valid, legal and binding agreement of the Purchaser and/or its applicable members of the Seller GroupAffiliates, enforceable against each Purchaser and/or such member Affiliates in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally, or general principles of equity (collectively, the “Enforceability Exceptions”).

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior Purchaser and the Guarantor has the requisite corporate power, authority and capacity to the Closing, all necessary power and authority to execute, deliver and perform enter into this Agreement and any other agreements and documents contemplated hereunder and (subject to obtaining the Ancillary Agreements Interim Order, the Final Order and the Required Approval) to which it is or shall at Closing be a party perform its obligations hereunder and thereunder and to consummate complete the transactions contemplated by this Agreement hereunder and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofthereunder. The execution, execution and delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, any other agreements and documents contemplated hereunder and the consummation performance by each of the Purchaser and the Guarantor of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of each of the Purchaser and the Guarantor and no other corporate proceedings on the part of the Purchaser and the Guarantor are necessary to authorize the execution and delivery by it of this Agreement and any other agreements and documents contemplated hereunder or, subject to obtaining the Required Approval, the Interim Order and the Final Order, the completion by the Purchaser and the Guarantor of the transactions contemplated hereby and thereby, have been, or shall be prior to the Closing, duly and validly authorized by all necessary action on part of such Seller, and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a party. This Agreement has been duly and validly executed and delivered by each Seller, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members Purchaser and the Guarantor and constitutes a legal, valid and binding obligation of the Seller Group party thereto, and, assuming Purchaser and the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement of the applicable members of the Seller Group, Guarantor enforceable against each such member the Purchaser and the Guarantor in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, insolvency, reorganization, insolvencyfraudulent transfer, moratorium, fraudulent conveyance or preferential transfers, or similar moratorium and other Laws relating to or affecting the availability of equitable remedies and the enforcement of creditors’ rights generally, or generally and general principles of equity (collectively, and public policy and to the “Enforceability Exceptions”)qualification that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction.

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall will have prior to the Closing, all necessary corporate power and authority to execute, deliver and perform this Agreement and the Final Ancillary Agreements Documents to which it is or shall at Closing be a party and to consummate the transactions contemplated by this Agreement and the Final Ancillary Agreements Documents to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Final Ancillary Agreements Documents to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, have been, or shall will be prior to the Closing, duly and validly authorized by all necessary action on part of such Seller, and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall will be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Final Ancillary Agreement Document to which it is or shall at Closing be a party. This Agreement has been duly and validly executed and delivered by each Seller, and, assuming the due authorization, execution and delivery of this Agreement by Parent and Purchaser, constitutes, and each Final Ancillary Agreement Document to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Final Ancillary Agreement Document by Parent, Purchaser or, if applicable, or its applicable Affiliate party thereto, shall constitute will constitute, a valid, legal and binding agreement of the applicable members of the Seller Group, enforceable against each such member in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally, or general principles of equity (collectively, the “Enforceability Exceptions”).

Authority Relative to this Agreement. Each The execution, delivery and performance of this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto by each such Seller haswho is not an individual, and each member the consummation of the transactions contemplated by this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto have been duly and validly authorized by all requisite trust, corporate, limited partnership or limited liability company action, as applicable, on the part of each such Seller Group shall have prior who is not an individual and no other trust, corporate or similar actions or proceedings on the part of such Seller is necessary to authorize the Closingexecution, delivery and performance by such Seller of this Agreement and all necessary power other agreements and instruments executed in connection herewith or delivered pursuant hereto by such Seller or for such Seller to consummate the transactions so contemplated. Each such Seller who is a natural person has the capacity and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to which it is all other agreements and instruments executed in connection herewith or shall at Closing be a party delivered pursuant hereto by each such Seller, and to consummate the transactions contemplated by this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto, without the Ancillary Agreements necessity of any act or consent of any other person. For each such Seller who is a trust, the trustee has the capacity and authority to which it is or shall at Closing be a party in accordance with the terms hereof execute, deliver and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of perform this Agreement and the Ancillary Agreements to which it is all other agreements and instruments executed in connection herewith or shall at Closing be a partydelivered pursuant hereto by each such Seller, and the consummation of to consummate the transactions contemplated hereby by this Agreement and therebyall other agreements and instruments executed in connection herewith or delivered pursuant hereto, without the necessity of any act or consent of any other person. This Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto have been, or shall be prior to the Closingwill be, duly and validly authorized by all necessary action on part of such Seller, and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a party. This Agreement has been duly and validly executed and delivered by each Seller, such Seller and, assuming the due authorization, execution and delivery of with respect to this Agreement by Purchaserand any other such agreement, constitutesassuming it has been duly authorized, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party theretoany other party, andconstitutes, assuming the due authorizationor will constitute when executed, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal valid and binding agreement of the applicable members of the Seller Groupsuch Seller, enforceable against each such member Seller in accordance with its terms, except that (a) enforcement may be subject to the effect of any applicable Laws relating to bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance transfer or preferential transfersother laws, now or similar Laws hereafter in effect, relating to or affecting limiting creditors’ rights generally, or general principles and (b) enforcement of equity (collectivelythis Agreement, including, among other things, the “Enforceability Exceptions”)remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. Each Seller hasSuch Shareholder has full legal and, and each member of the Seller Group shall have prior to the Closingif applicable, all necessary corporate, partnership, trust or other organizational right, power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements other Seller Documents to which it such Shareholder is or shall at Closing be a party and party, to consummate the transactions contemplated by this Agreement hereby and the Ancillary Agreements thereby, and to which it is or shall at Closing be a party in accordance with the terms hereof and thereofsell such Shareholder's Shareholder Shares to Purchaser hereunder. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements other Seller Documents to which it such Shareholder is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, party have been, or shall be prior to the Closing, been duly and validly authorized by all necessary corporate (including shareholder), partnership, trust or other organizational action on part of such Seller, and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a partysuch Shareholder. This Agreement has and each other Seller Document to which such Shareholder is a party have been duly and validly executed and delivered by, and each such agreement constitutes a valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms except as enforceability may be limited by each Sellerapplicable bankruptcy, andinsolvency, assuming reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditor's rights generally (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Shareholder which is not an individual has delivered to the due authorization, Purchaser true and complete copies of such Shareholder's organizational documents. The execution and delivery by such Shareholder of this Agreement by Purchaser, constitutes, and each Ancillary Agreement other Seller Document to which each Seller or any member of the Seller Group such Shareholder is or shall at Closing be a party, when executed the offering and delivered sale by such Shareholder of Shareholder Shares, and the members fulfillment of and compliance with the terms of this Agreement and the other Seller Documents to which such Shareholder is a party by such Shareholder, do not and shall not (a)(i) conflict with or result in a breach of the Seller Group party theretoterms, andconditions or provisions of, assuming (ii) constitute a default or an event which with the due authorizationgiving of notice, execution and delivery passage of time or both would constitute a default under, (iii) give rise to any right of termination, cancellation or acceleration, (iv) result in a violation of, or (v) require any consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration or filing to or with any Governmental Body pursuant to, the organizational documents of such Ancillary Agreement by Purchaser orShareholder, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement of the applicable members of the Seller Group, enforceable against each such member in accordance with its terms, subject or to the extent such conflict, breach, default, termination, cancellation, acceleration, violation or failure to obtain such consent, approval, waiver, order, permit or exemption could reasonably be expected to have a material adverse effect on such Shareholder, any Law, Contract, Permit or Order, to which such Shareholder, or any of such Shareholder's assets is subject, or (b) result in the creation or imposition of any applicable Laws relating to bankruptcyLien upon the capital stock, reorganization, insolvency, moratorium, fraudulent conveyance property or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally, or general principles assets of equity (collectively, the “Enforceability Exceptions”)such Shareholder.

Authority Relative to this Agreement. Each Seller has, and each member Subject to the applicable provisions of the Seller Group shall have prior to Bankruptcy Code, each of the Closing, Selling Entities has all necessary power and corporate or similar authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements other Transaction Documents to which it is or shall at Closing be a party and, upon entry and effectiveness of the Sale Order, will have all necessary corporate or similar authority to consummate the transactions contemplated by this Agreement hereby and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofthereby. The execution, execution and delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements other Transaction Documents to which it any Selling Entity is or shall at Closing be a party, party and the consummation of the transactions contemplated hereby and thereby, thereby have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part the board of such Sellerdirectors or equivalent governing body of each Selling Entity, and no other proceedings corporate or similar proceeding on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, such Selling Entity are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement the other Transaction Documents to which it is party or shall at Closing be a partyto consummate the transactions contemplated hereby or thereby. This Subject to the applicable provisions of the Bankruptcy Code, this Agreement has been duly and validly executed and delivered by each SellerSelling Entity, and, assuming the due authorization, upon their execution and delivery in accordance with the terms of this Agreement by PurchaserAgreement, constitutes, and each Ancillary Agreement of the other Transaction Documents to which each Seller or any member of the Seller Group Selling Entity is or shall at Closing be a party, when party will have been duly and validly executed and delivered by each Selling Entity, and assuming that this Agreement and the members other Transaction Documents to which it is party constitute valid and binding agreements of the Seller Group Buyer and each applicable Buyer Designee to the extent that it is a party thereto, and, assuming subject to the due authorizationentry and effectiveness of the Sale Order, and the execution and delivery of such Ancillary other Transaction Documents in accordance with the terms hereof, this Agreement by Purchaser or, if applicable, its applicable Affiliate and the other Transaction Documents constitute valid and binding agreements of each Selling Entity party thereto, shall constitute a valid, legal and binding agreement of the applicable members of the Seller Group, enforceable against each such member Selling Entity in accordance with its their terms, subject to the effect of any except as such enforceability may be limited by applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, or other similar Laws affecting or relating to or affecting enforcement of creditors’ rights generally, generally or general principles of equity (collectively, the “Enforceability Exceptions”)equity.

Authority Relative to this Agreement. Each Seller hasThe execution, delivery and each member performance of the Seller Group shall have prior to the Closing, all necessary power and authority to execute, deliver and perform this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto (including the Ancillary Agreements to which it is or shall at Closing be a party Parent Written Consent) by the Parents and to consummate Merger Sub and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which it is all other agreements and instruments executed in connection herewith or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, delivered pursuant hereto have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action requisite corporate or limited liability company action, as applicable, on the part of such Seller, each of the Parents and Merger Sub and no other corporate or similar actions or proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, either Parent is necessary to authorize the execution, delivery and performance, as applicable, performance of this Agreement and all other agreements and instruments executed in connection herewith or any Ancillary Agreement delivered pursuant hereto by each of the Parents and Merger Sub or for the Parents or Merger Sub to which it is or shall at Closing be a partyconsummate the transactions so contemplated. This Agreement has been and all other agreements and instruments executed in connection herewith or delivered pursuant hereto (including the Parent Written Consent) have been, or will be, duly and validly executed and delivered by each Seller, of the Parents and Merger Sub and, assuming the due authorization, execution and delivery of with respect to this Agreement by Purchaserand any other such agreement, constitutesassuming it has been duly authorized, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members any other party (other than Parents, Merger Sub and any of the Seller Group party theretotheir affiliates other than Genco Holdings and its controlled affiliates), andconstitutes, assuming the due authorizationor will constitute when executed, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal valid and binding agreement of the applicable members of the Seller Groupsuch Parent and Merger Sub, enforceable against each such member Parent and Merger Sub in accordance with its terms, except that (a) enforcement may be subject to the effect of any applicable Laws relating to bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance transfer or preferential transfersother laws, now or similar Laws hereafter in effect, relating to or affecting limiting creditors’ ' rights generally, or general principles and (b) enforcement of equity (collectivelythis Agreement, including, among other things, the “Enforceability Exceptions”)remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has not engaged in any business or conducted any operations other than in connection with the transaction contemplated hereby.

Authority Relative to this Agreement. Each (a) Seller has, and each member of the Seller Group shall have prior to the Closing, has all necessary requisite corporate power and authority to execute, execute and deliver and perform this Agreement and the each Ancillary Agreements Agreement to which it is a party. Seller has and Savannah has, or shall at as of the Closing be a party will have, all requisite corporate power and authority to consummate the transactions contemplated by this Agreement and the each Ancillary Agreements Agreement to which it is or shall at Closing be a party in accordance with the terms hereof and thereofparty. The executionexecution and delivery of this Agreement, delivery and performance by each Seller and each member of the Seller Group of this Ancillary Agreement and the Ancillary Agreements to which it Seller is or shall at Closing be a party, and the consummation of the transactions contemplated hereby by this Agreement and thereby, each such Ancillary Agreement have been duly and validly authorized by all requisite corporate action on the part of Seller and have been, or shall be prior to the Closingas of Closing will have been, duly and validly authorized by all necessary requisite corporate action on part of such Seller, and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery Savannah. This Agreement has been and performance, as applicable, of this Agreement or any each Ancillary Agreement to which it Seller is or shall at Closing be a party. This Agreement has party will, as of Closing, have been duly and validly executed and delivered by each Seller, and, and assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, and each such Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a partyhas been duly authorized, when executed and delivered by Buyer and the members of the Seller Group party other parties thereto, andconstitutes or will constitute, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if as applicable, its applicable Affiliate party thereto, shall constitute a valid, legal valid and binding agreement of the applicable members of the Seller GroupSeller, enforceable against each such member Seller in accordance with its terms, except that (a) such enforcement may be subject to the effect of any applicable Laws relating to bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance transfer or preferential transfersother laws, now or similar Laws hereafter in effect, relating to or affecting limiting creditors’ ' rights generallygenerally and (b) enforcement of this Agreement and the Ancillary Agreements, or general principles of equity (collectivelyincluding, among other things, the “Enforceability Exceptions”)remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior to the Closing, The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver the Investor's Rights Agreement in the form attached hereto as Exhibit B (the --------- "Investor's Rights Agreement"), the Warrant, Amendment No. 6 to System --------------------------- Integrator Agreement, dated the date hereof, between the Company and perform this Agreement Nokia Corporation ("Amendment 6"), which contemplates certain definitive agreements ----------- (the "Commercial Agreements") (the Investor's Rights Agreement, the Warrant, --------------------- Amendment 6 and the Ancillary Commercial Agreements are collectively referred to which it is or shall at Closing be a party as the "Transaction Agreements"), to perform its obligations hereunder and thereunder ---------------------- and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is hereby or shall at Closing be a party in accordance with the terms hereof and thereofthereby. The execution, execution and delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Transaction Agreements to which it is or shall at Closing be a party, by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, or thereby have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part of such Sellercorporate action, and no other corporate proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, Company are necessary to authorize this Agreement and the execution, delivery and performance, as applicable, Transaction Agreements or to consummate the transactions contemplated hereby or thereby. Each of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a party. This Agreement and the Transaction Agreements has been (or in the case of the Commercial Agreements will be) duly and validly executed and delivered by each Seller, the Company and, assuming the due authorization, execution and delivery of this Agreement by Purchaserthe Company, constitutes, and each Ancillary Agreement to which each Seller constitutes (or any member in the case of the Seller Group is or shall at Closing be a partyCommercial Agreements, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, upon execution and delivery of such Ancillary Agreement by Purchaser orthe Company will constitute) a legal, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal valid and binding agreement obligation of the applicable members of the Seller GroupCompany, enforceable against each such member the Company in accordance with its terms, terms subject to the effect of any applicable Laws bankruptcy, insolvency (including, without limitation, all laws relating to bankruptcyfraudulent transfers), reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, moratorium or similar Laws relating to or laws affecting creditors’ ' rights generally, or generally and subject to the effect of general principles of equity (collectivelyregardless of whether considered in a proceeding at law or in equity). The Company Board of Directors (the "Company Board") has ------------- approved this Agreement, the “Enforceability Exceptions”)Transaction Agreements and the transactions contemplated hereby or thereby and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the General Corporation Law of the State of Delaware (the "DGCL") shall not apply to any of the transactions contemplated hereby or ---- thereby, including, but not limited to, any exercise of the Warrant or actions permitted pursuant to the Investor's Rights Agreement.

Authority Relative to this Agreement. Each Seller has, and each member Subject to the receipt of the Seller Group shall Company Shareholder Approval, the Company and Merger Sub (together, the “Company Parties”) each have prior to the Closing, or will have all necessary requisite corporate or other organizational power and authority to to: (a) execute, deliver and perform this Agreement and the Ancillary other Transaction Agreements to which it such Group Company is or shall at Closing be a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member will as of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, have been, each ancillary document that such Company Party has executed or shall be delivered or is to execute or deliver pursuant to this Agreement prior to the Closing; (b) carry out such Company Party’s obligations hereunder and thereunder and (c) consummate the Transactions. Subject to the receipt of the Company Shareholder Approval, the execution and delivery by the Company Parties of this Agreement and the other Transaction Agreements to which it is a party (or to which, as of the Closing, it will be a party) and the consummation by such Company Party of the Transactions have been (or, in the case of any Transaction Agreements entered into after the date of this Agreement, will be upon execution thereof) duly and validly authorized by all necessary requisite action on the part of such SellerCompany Party (including (x) with respect to the Company, the approval by the Company Board and (y) with respect to Merger Sub, the approval by the board of directors of Merger Sub and by the Company, as the sole stockholder of Merger Sub), and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, Company Party are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a partyconsummate the Transactions. This Agreement has and the other Transaction Agreements to which any Company Party is a party have been (or, in the case of any Transaction Agreements to be entered into by such Company Party after the date of this Agreement, will be upon execution thereof) duly and validly executed and delivered by each Seller, such Company Party and, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute (or, in the case of any Transaction Agreements to be entered into by such Company Party after the date of this Agreement by PurchaserAgreement, constitutes, and each Ancillary Agreement to which each Seller or any member of will constitute) the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement obligations of the applicable members of the Seller GroupCompany Party, enforceable against each such member Company Party in accordance with its terms, subject to the effect of any except insofar as enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, forbearance or similar Laws relating to or laws affecting creditors’ rights generally, generally or general by principles governing the availability of equity equitable remedies (collectively, regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforceability Enforcement Exceptions”).

Authority Relative to this Agreement. Each Seller has, and each member of NON-CONTRAVENTION. TCF has the Seller Group shall have prior to the Closing, all necessary requisite corporate power and authority to execute, deliver and perform enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by TCF and the Ancillary Agreements to which it is or shall at Closing be a party Articles of Merger by Merger Sub and to consummate the consummation by TCF and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Directors of TCF and, in the case of Merger Sub, will be duly authorized by the Board of Directors of Merger Sub and by the Board of Directors of TCF, acting on behalf of TCF as the sole shareholder of Merger Sub, and no other corporate proceedings on the part of TCF are necessary to authorize this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, have been, or shall be prior to the Closing, duly and validly authorized by all necessary action on part of such Seller, and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a partyhereby. This Agreement has been duly and validly executed and delivered by each Seller, TCF and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, and each Ancillary Agreement to which each Seller or any member of the Seller Group it is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal valid and binding agreement obligation of Standard, constitutes the applicable members valid and binding obligation of the Seller Group, TCF enforceable against each such member in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally, or except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. Except as set forth in Schedule 2.2, none of TCF or the TCF Subsidiaries is subject to, or obligated under, any provision of (collectivelya) its Charter or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, the “Enforceability Exceptions”Articles of Merger or the consummation of the transactions contemplated hereby, other than any such breaches, violations, rights of termination or acceleration or encumbrances which will not, in the aggregate, have a Material Adverse Effect on the TCF. Except for (a) the filing of applications and notices with the OCC under the Bank Merger Act, the Federal Reserve Board under the BHCA, the OTS under the HOLA and the Federal Deposit Insurance Act ("FDIA"), and approval of such applications and notices, (b) the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"), (c) the filing and effectiveness with the Securities and Exchange Commission (the "SEC") of a Registration Statement on Form S-4 relating to the TCF Common Stock to be issued in connection with this Agreement and the transactions contemplated hereby, and effectiveness of such Registration Statement, (d) requisite approvals under applicable blue sky laws, (e) the filing of the Articles of Merger with the Bank Authority, and (f) such filings, authorizations or approvals as may be set forth in Schedule 2.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of TCF, any of the TCF Subsidiaries or Merger Sub for the consumma- tion by TCF and Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same will not, in the aggregate, have a Material Adverse Effect on TCF or materially adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement. Each Seller has, and each member Subject only to the requisite approval of the Seller Group shall have prior Merger, this Agreement and the other agreements attached as Exhibits A.1 to A.4 hereto (the Closing"ANCILLARY AGREEMENTS") by the holders of Target Units, each of Target, Other Assets Company, Source Media, Insight Communications and Insight Interactive (individually, a "Related Party;" collectively, the "Related Parties") (i) has all necessary requisite power and authority to execute, execute and deliver and perform this Agreement and the each Ancillary Agreements Agreement to which it is or shall at Closing be a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement hereby and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofthereby. The execution, execution and delivery and performance by each Seller and each member of the Seller Group Related Party of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, party and the consummation by each Related Party of the transactions contemplated hereby and thereby, and the performance by each Related Party of its obligations hereunder and thereunder, have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part of such Seller, by each Related Party; and no other proceedings action on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary such governing bodies is required to authorize the execution, delivery and performance, as applicable, performance by each Related Party of this Agreement or any and the Ancillary Agreement Agreements to which it is or a party and the consummation by each Related Party of the transactions contemplated hereby and thereby. The consummation by Source Media of the transactions contemplated hereby shall at Closing be a partyhave received all requisite approvals of the Source Media Bondholders. This Agreement has and the Ancillary Agreements to which such Related Party is a party have been duly and validly executed and delivered by each Seller, such Related Party and, assuming the due authorization, authorization and valid execution and delivery of this Agreement hereof by Purchaser, constitutes, Parent and each Ancillary Agreement other party to which such agreement, each Seller or any member of the Seller Group is or shall at Closing be constitutes a partylegal, when executed valid and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery binding obligation of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement of the applicable members of the Seller Group, Related Party enforceable against each such member Related Party in accordance with its respective terms, subject to except as the effect of any applicable Laws relating to enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, or other similar Laws relating to or affecting the enforcement of creditors’ ' rights generally, or generally and by general principles of equity (collectively, the “Enforceability Exceptions”)equity.

Authority Relative to this Agreement. Each Seller hasThe execution, delivery and each member performance of the Seller Group shall have prior to the Closing, all necessary power and authority to execute, deliver and perform this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto (including the Ancillary Agreements to which it is or shall at Closing be a party Parent Written Consent) by the Parents and to consummate Merger Sub and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which it is all other agreements and instruments executed in connection herewith or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, delivered pursuant hereto have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action requisite corporate or limited liability company action, as applicable, on the part of such Seller, each of the Parents and Merger Sub and no other corporate or similar actions or proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, either Parent is necessary to authorize the execution, delivery and performance, as applicable, performance of this Agreement and all other agreements and instruments executed in connection herewith or any Ancillary Agreement delivered pursuant hereto by each of the Parents and Merger Sub or for the Parents or Merger Sub to which it is or shall at Closing be a partyconsummate the transactions so contemplated. This Agreement has been and all other agreements and instruments executed in connection herewith or delivered pursuant hereto (including the Parent Written Consent) have been, or will be, duly and validly executed and delivered by each Seller, of the Parents and Merger Sub and, assuming the due authorization, execution and delivery of with respect to this Agreement by Purchaserand any other such agreement, constitutesassuming it has been duly authorized, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members any other party (other than Parents, Merger Sub and any of the Seller Group party theretotheir affiliates other than Genco Holdings and its controlled affiliates), andconstitutes, assuming the due authorizationor will constitute when executed, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal valid and binding agreement of the applicable members of the Seller Groupsuch Parent and Merger Sub, enforceable against each such member Parent and Merger Sub in accordance with its terms, except that (a) enforcement may be subject to the effect of any applicable Laws relating to bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance transfer or preferential transfersother laws, now or similar Laws hereafter in effect, relating to or affecting limiting creditors’ rights generally, or general principles and (b) enforcement of equity (collectivelythis Agreement, including, among other things, the “Enforceability Exceptions”)remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has not engaged in any business or conducted any operations other than in connection with the transaction contemplated hereby.

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior to Offeror and Parent has the Closing, all necessary requisite corporate power and authority to execute, deliver and perform enter into this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofperform its obligations hereunder. The execution, execution and delivery and performance by each Seller and each member of the Seller Group of this Agreement by each of the Offeror and the Ancillary Agreements to which it is or shall at Closing be a party, Parent and the consummation of the transactions contemplated hereby by this Agreement have been duly authorized as necessary by the boards of directors of Parent and thereby, have been, or shall be prior to the Closing, duly and validly authorized by all necessary action on part of such Seller, Offeror and no other corporate proceedings on the part of a Seller either Parent or any member of the Seller Group are, or shall be as of immediately preceding the Closing, Offeror are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a partyand the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Seller, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be Offeror and Parent and constitutes a partyvalid and binding obligation of each of the Offeror and Parent, when executed and delivered enforceable by the members Company against each of the Seller Group party thereto, and, assuming the due authorization, execution Offeror and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement of the applicable members of the Seller Group, enforceable against each such member Parent in accordance with its terms, subject to the effect of any applicable Laws relating to provided that enforcement may be limited by: (a) bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or insolvency and other similar Laws relating to or of general application affecting the enforcement of creditors’ ' rights generally, and (b) specific performance, injunctive relief and other equitable remedies may be granted only in the discretion of a court of competent jurisdiction. The execution and delivery by each of the Offeror and Parent of this Agreement and the performance by it of its obligations hereunder and the completion of the Offer will not violate, conflict with or general principles result in a breach of equity any provision of (collectivelya) the constating documents of Parent or the Offeror; (b) any Law to which Parent or the Offeror is subject or by which Parent or the Offeror is bound; or (c) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, licence, franchise or permit to which Parent or the “Enforceability Exceptions”)Offeror is a party or by which Parent or Offeror is bound, other than, with respect to (b) or (c) above, such violations, conflicts or breaches which will not, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement. Other than in connection with or in compliance with the provisions of Securities Laws, no authorization, consent or approval of, or filing with, any Governmental Authority is necessary on the part of the Offeror or Parent for the consummation of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the transactions contemplated by this Agreement.

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior Subject only to the Closingrequisite adoption of this Agreement by Company Stockholders, all necessary the Company has full corporate power and authority to execute, execute and deliver and perform this Agreement and the other agreements which are attached (or forms of which are attached) as exhibits hereto (the “Ancillary Agreements Agreements”) to which it the Company is or shall at Closing be a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by hereby and thereby. The Company’s board of directors has approved this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofdeclared its advisability. The execution, execution and delivery and performance by each Seller and each member of the Seller Group Company of this Agreement and the Ancillary Agreements to which it the Company is or shall at Closing be will become a party, party and the consummation by the Company of the transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder, have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part by the board of such Sellerdirectors of the Company, and no other proceedings action on the part of a Seller or any member the board of directors of the Seller Group are, or shall be as of immediately preceding the Closing, necessary Company is required to authorize the execution, delivery and performanceperformance of this Agreement and the Ancillary Agreements to which the Company is or will become a party and the consummation by the Company of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which the Company is or will become a party have been or will be, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a party. This Agreement has been duly and validly executed and delivered by each Seller, the Company and, assuming the due authorization, execution and delivery hereof (and, in the case of this Agreement by Purchaser, constitutes, and each the Ancillary Agreement Agreements to which each Seller Parent or any member of the Seller Group Merger Sub is or shall at Closing be a party, when executed thereof) by Parent or Merger Sub, as the case may be, assuming enforceability against Parent and delivered by the members Merger Sub, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement of the applicable members of the Seller Group, Company enforceable against each such member the Company in accordance with its respective terms, subject to except as the effect of any applicable Laws relating to enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, or other similar Laws relating to or affecting the enforcement of creditors’ ' rights generally, or generally and by general principles of equity (collectively, the “Enforceability Exceptions”)equity.

Authority Relative to this Agreement. Each Parent and each Seller hashas all necessary corporate or similar power and authority, and each member of the Seller Group shall have prior to the Closinghas taken all corporate or similar action necessary, all necessary power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements Agreement, in each case to which it the extent such Person is or shall at Closing be a party to such Contract, and to consummate the transactions contemplated by this Agreement and Transactions, in each case to the Ancillary Agreements to which it extent such Person is or shall at Closing be a party to such Contract, in accordance with the terms hereof and thereof. The execution, delivery and performance of this Agreement by Xxxxxx, the execution, delivery and performance of the Ancillary Agreement by Parent and any of the Sellers party thereto and the consummation of the Transactions by Parent and each Seller has been duly authorized by all necessary corporate action on the part of Parent and each Seller and each member no other corporate proceedings on the part of the Parent or any Seller Group of is necessary to approve this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, have been, or shall be prior to the Closing, duly and validly authorized by all necessary action on part of such Seller, and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a partyconsummate the Transactions. This Agreement has been duly and validly executed and delivered by each SellerParent, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, and each the Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members Parent and any of the Seller Group Sellers party thereto, and, assuming the due authorization, execution and delivery of such the Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate or any Seller party thereto, shall constitute will constitute, a valid, legal and binding agreement of Parent and/or the applicable members of the Seller GroupSellers, enforceable against each Parent and/or such member Sellers in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or moratorium and similar Laws relating to or affecting creditors’ rights generallygenerally and subject, or as to enforceability, to general principles of equity (collectively, the “Enforceability Exceptions”).

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior Vendors has the requisite corporate power to the Closing, all necessary power and authority to execute, deliver enter into and perform its obligations under this Agreement and the each Ancillary Agreements Agreement to which it is or shall at Closing will be a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofparty. The execution, execution and delivery and performance by each Seller and each member of the Seller Group of this Agreement and the each Ancillary Agreements Agreement to which it is or shall at Closing each Vendor will be a party, and the consummation of the Acquisition and the other transactions contemplated hereby in Articles II and thereby, III have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part the board of directors or sole shareholder of such SellerVendor, and no other corporate proceedings on the part of a Seller such Vendor, including any approval by the sole shareholder or any member board of the Seller Group aredirectors of such Vendor, or shall be as of immediately preceding the Closing, are necessary to authorize the executionthis Agreement, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing such Vendor will be a party, the consummation of the Acquisition, or the other transactions contemplated in Articles II and III. This Agreement has been duly and validly executed and delivered by each SellerVendor. Each Ancillary Agreement required to be executed and delivered by either Vendor at the Closing will be, andupon its execution and delivery as provided in Section 3.2 or elsewhere in this Agreement, assuming duly executed and delivered by such Vendor. At the due Time of Closing, all necessary corporate action will have been taken by Laidxxx Xxxte Systems Ltd. and Laidxxx Xxxte Systems (Canada) Ltd. to consent to or authorize the transfer of the Shares to the Purchaser as contemplated hereby. Assuming the valid authorization, execution and delivery of this Agreement (and each Ancillary Agreement to which the Purchaser will be a party) by the Purchaser, constitutesthis Agreement is, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing either Vendor will be a party and to which the Purchaser is the other party, when executed and delivered by the members of the Seller Group party theretowill be, and, assuming the due authorization, upon its execution and delivery at the Closing as provided in Section 3.2 or elsewhere in this Agreement, a valid and binding obligation of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement of the applicable members of the Seller GroupVendor, enforceable against each such member Vendor by the Purchaser in accordance with its terms, subject to the effect of any applicable Laws relating to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, or similar Laws other laws relating to or affecting creditors’ ' rights generally, generally or general principles of equity (collectively, the “Enforceability Exceptions”)by equitable principles.

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior to the Closing, all necessary The Company has full corporate power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements other agreements which are attached (or forms of which are attached) as exhibits hereto or which or otherwise delivered by any party in connection herewith (the "ANCILLARY AGREEMENTS") to which it the Company is or shall at Closing be a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement hereby and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofthereby. The execution, execution and delivery and performance by each Seller and each member of the Seller Group Company of this Agreement and the Ancillary Agreements to which it the Company is or shall at Closing be will become a party, party and the consummation by the Company of the transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder, have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part the Board of such SellerDirectors of the Company, who have recommended that the Company's shareholders approve the Merger, this Agreement and the transactions contemplated hereby, and no other proceedings further corporate action on the part of a Seller or any member the Company other than the effectiveness of the Seller Group are, or shall be as of immediately preceding the Closing, necessary consent set forth in SECTION 1.15 is required to authorize the execution, delivery and performanceperformance of this Agreement and the Ancillary Agreements to which the Company is or will become a party and the consummation by the Company of the transactions contemplated hereby and thereby, which consent shall automatically become effective on the 5th day following the date of delivery of the Merger Notice in accordance with Section 1.15. This Agreement and the Ancillary Agreements to which the Company is or will become a party have been or will be, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a party. This Agreement has been duly and validly executed and delivered by each Seller, the Company and, assuming the effectiveness of the consent set forth in SECTION 1.15 and the due authorization, execution and delivery hereof (and, in the case of this Agreement by Purchaser, constitutes, and each the Ancillary Agreement Agreements to which each Seller or any member of the Seller Group Purchaser is or shall at Closing be a party, when executed thereof) by Purchaser and delivered by the members of the Seller Group each other party thereto, andeach constitutes or will constitute, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if as applicable, its applicable Affiliate party theretoa legal, shall constitute a valid, legal valid and binding agreement obligation of the applicable members of the Seller Group, Company enforceable against each such member the Company in accordance with its respective terms, subject to except as the effect of any applicable Laws relating to enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, or other similar Laws relating to or affecting the enforcement of creditors’ ' rights generally, or generally and by general principles of equity (collectivelyequity. By executing this Agreement, each Shareholder consents to the “Enforceability Exceptions”)resolution approving the Merger attached hereto as EXHIBIT B, which consents constitute the only vote of the holders of Company Common Stock necessary to approve this Agreement and the transactions contemplated hereby, including the Merger.

Authority Relative to this Agreement. Each Seller has, and each member (a) Subject to the receipt of the Seller Group shall Company Shareholder Approval, the Company and Merger Sub (together, the “Company Parties”) each have prior to the Closing, or will have all necessary requisite corporate or other organizational power and authority to to: (a) execute, deliver and perform this Agreement and the Ancillary other Transaction Agreements to which it such Group Company is or shall at Closing be a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member will as of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, have been, each ancillary document that such Company Party has executed or shall be delivered or is to execute or deliver pursuant to this Agreement prior to the Closing; (b) carry out such Company Party’s obligations hereunder and thereunder, including the due and valid authorization and issuance of the Merger Consideration, and (c) consummate the Transactions. Subject to the receipt of the Company Shareholder Approval, the execution and delivery by the Company Parties of this Agreement and the other Transaction Agreements to which it is a party (or to which, as of the Closing, it will be a party) and the consummation by such Company Party of the Transactions have been (or, in the case of any Transaction Agreements entered into after the date of this Agreement, will be upon execution thereof) duly and validly authorized by all necessary requisite action on the part of such SellerCompany Party (including (x) with respect to the Company, the approval by the Company Board and (y) with respect to Merger Sub, the approval by the board of directors of Merger Sub and by the Company, as the sole shareholder of Merger Sub), and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, Company Party are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a partyconsummate the Transactions. This Agreement has and the other Transaction Agreements to which any Company Party is a party have been (or, in the case of any Transaction Agreements to be entered into by such Company Party after the date of this Agreement, will be upon execution thereof) duly and validly executed and delivered by each Seller, such Company Party and, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute (or, in the case of any Transaction Agreements to be entered into by such Company Party after the date of this Agreement by PurchaserAgreement, constitutes, and each Ancillary Agreement to which each Seller or any member of will constitute) the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement obligations of the applicable members of the Seller GroupCompany Party, enforceable against each such member Company Party in accordance with its terms, subject to the effect of any except insofar as enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, forbearance or similar Laws relating to or laws affecting creditors’ rights generally, generally or general by principles governing the availability of equity equitable remedies (collectively, regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforceability Enforcement Exceptions”).

Authority Relative to this Agreement. Each Seller has, NAP and each member of the Seller Group shall have prior to the Closing, all necessary requisite corporate power and authority to executeexecute and deliver this Agreement and each of the Ancillary Agreements to which NAP or any Seller is a party, deliver to perform their respective obligations hereunder and perform thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and such Ancillary Agreements to which NAP or any Seller is a party and the consummation by NAP and each Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate and stockholder action on the part of NAP and each Seller. No other corporate proceedings on the part of NAP or any Seller are necessary to authorize the execution, delivery and performance of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it NAP or any Seller is or shall at Closing be a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, have been, or shall be prior to at the ClosingClosing will be, duly and validly authorized by all necessary action on part of such Seller, and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a party. This Agreement has been duly and validly executed and delivered by NAP and each Seller, Seller to the extent it is a party thereto and, assuming the due authorization, execution and delivery of this Agreement by Purchaserand the Ancillary Agreements have been duly authorized, constitutes, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members Purchaser, each of the Seller Group party thereto, and, assuming the due authorization, execution this Agreement and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall other agreements will constitute a valid, legal valid and binding agreement of NAP and each Seller to the applicable members of the Seller Groupextent it is a party thereto, enforceable against NAP and each such member Seller, as the case may be, in accordance with its terms, subject to the effect of any except as enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, moratorium or similar Laws relating laws from time to or affecting time in effect that affect creditors’ rights generally, or general principles generally and by legal and equitable limitations on the availability of equity (collectively, the “Enforceability Exceptions”)specific remedies.

Authority Relative to this Agreement. Each Seller has, and each member Subject only to the requisite approval of the Seller Group shall have prior to Merger, this Agreement and the Closingother agreements attached as exhibits hereto (the "Ancillary Agreements") by the stockholders of Lothian, Lothian has all necessary requisite corporate power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement hereby and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofthereby. The execution, execution and delivery and performance by each Seller and each member of the Seller Group Lothian of this Agreement and the Ancillary Agreements to which it Lothian is or shall at Closing be a party, party and the consummation by Lothian of the transactions contemplated hereby and thereby, and the performance by Lothian of its obligations hereunder and thereunder, have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part by the Board of such SellerDirectors of Lothian, and no other proceedings action on the part of a Seller or any member the Board of the Seller Group are, or shall be as Directors of immediately preceding the Closing, necessary Lothian is required to authorize the execution, delivery and performance, as applicable, performance of this Agreement or any and the Ancillary Agreement Agreements to which it Lothian is or shall at Closing be a partyparty by Lothian and the consummation by Lothian of the transactions contemplated hereby and thereby. This Agreement has and the Ancillary Agreements to which Lothian is a party have been duly and validly executed and delivered by each Seller, Lothian and, assuming the due authorization, authorization and valid execution and delivery of this Agreement by Purchaser, constitutes, United and each Ancillary Agreement by each party (other than Lothian) to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser orAgreement, if applicableeach constitutes a legal, its applicable Affiliate party thereto, shall constitute a valid, legal valid and binding agreement obligation of the applicable members of the Seller Group, Lothian enforceable against each such member Lothian in accordance with its respective terms, subject to except as the effect of any applicable Laws relating to enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, or other similar Laws relating to or affecting the enforcement of creditors’ ' rights generally, or generally and by general principles of equity (collectively, the “Enforceability Exceptions”)equity.

Authority Relative to this Agreement. Each Seller has, and Laidlaw each member of has the Seller Group shall have prior to the Closing, all necessary requisixx xxxxorate power and authority to execute, deliver enter into and perform its respective obligations under this Agreement and the each Ancillary Agreements Agreement to which it is or shall at Closing each will be a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofparty. The execution, execution and delivery and performance by each Seller and each member of the Seller Group of this Agreement and the each Ancillary Agreements Agreement to which it is Seller or shall at Closing Laidlaw will be a party, the xxxxxxmation of the Acquisition, and the consummation of the other transactions contemplated hereby in Articles II and therebyIII, have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part the Boards of such SellerDirectors of Seller and Laidlaw, and no other proceedings corporxxx xxxceedings on the part of a Seller or Laidlaw, including any member approxxx xx the stockholders of the Seller Group areor Laidlaw, or shall be as of immediately preceding the Closing, are necessary to authorize the executionauxxxxxxx this Agreement, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is Seller or shall at Closing Laidlaw will be a party, the xxxxxxmation of the Acquisition, or the other transactions contemplated in Articles II and III. This Agreement has been duly and validly executed and delivered by each SellerSeller and Laidlaw. Each Ancillary Agrexxxxx xequired to be executed and delivered by Seller or Laidlaw at the Closing will xx, and, assuming xxxn its or their execution and delivery as provided in Section 3.3 or elsewhere in this Agreement duly executed and delivered by Seller or Laidlaw. Assuming the due authorizationvalid xxxxxxxzation, execution and delivery of this Agreement by Purchaser, constitutes, (and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing Purchaser will be a party) by Purchaser, when executed this Agreement is, and delivered by the members of the each Ancillary Agreement which to Seller Group or Laidlaw is a party theretowill be, and, assuming the due authorization, xxxx xxs execution and delivery of such Ancillary Agreement by Purchaser orat the Closing as provided in Section 3.3 or elsewhere in this Agreement, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal valid and binding agreement obligation of the applicable members of the Seller Groupor Laidlaw, enforceable against each such member in accordance accoxxxxxx with its their terms, subject to the effect of any applicable Laws relating to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, or similar other Laws relating to or affecting creditors’ ' rights generally, generally or general principles of equity (collectively, the “Enforceability Exceptions”)by equitable principles.

Authority Relative to this Agreement. Each Seller has, The Company and each member of its Subsidiaries have the Seller Group shall have prior corporate power to the Closing, all necessary power and authority to execute, deliver and perform enter into this Agreement and the Ancillary Agreements each Related Agreement to which it the Company or any of its Subsidiaries is or shall at Closing be a party and to consummate the transactions contemplated by this Agreement carry out their obligations hereunder and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofthereunder. The execution, execution and delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements each Related Agreement to which it the Company or any of its Subsidiaries is or shall at Closing be a party, party and the consummation of the transactions contemplated hereby and therebythereby have been duly authorized by the Board of Directors of the Company or the Board of Directors and, if required, the stockholders of the relevant Subsidiary, and this Agreement and the Merger have beenbeen duly authorized by the written consent (the "Consent") of the holders of a majority of the shares of the Company outstanding as of the record date therefor determined in accordance with Section 228 of the DGCL (the "Consent Date"). This Agreement and each Related Agreement to which the Company or any of its Subsidiaries is a party constitutes a valid and binding obligation of the Company or such Subsidiary enforceable against the Company or such Subsidiary in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or shall be prior other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the Closing, duly and validly authorized by all necessary action on part discretion of such Seller, and no the court before which any proceeding therefor may be brought. No other corporate proceedings on the part of a Seller the Company or any member of the Seller Group are, or shall be as of immediately preceding the Closing, its Subsidiaries are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Related Agreement to which it the Company or any of its Subsidiaries is a party and the transactions contemplated hereby or shall at Closing thereby. Except as set forth in Section 3.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is subject to or obligated under (i) any charter, by-law, indenture or other loan or credit document or (ii) any other contract (other than Options and Warrants set forth in Section 3.2 of the Company Disclosure Schedule), license, franchise, permit, order, decree, concession, lease, instrument or judgment or any statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets which would be breached or violated, or under which there would be a party. This Agreement has been duly default (with or without notice or lapse of time, or both), or under which there would arise a right of termination, cancellation, modification or acceleration of any obligation, or any right to payment or compensation, or the loss of a material benefit, by its executing and validly executed and delivered by each Seller, and, assuming the due authorization, execution and delivery of carrying out this Agreement by Purchaser, constitutes, and each Ancillary or any Related Agreement to which each Seller the Company or any member of the Seller Group its Subsidiaries is or shall at Closing be a party, when executed other than, in the case of clause (ii) only, (A) any breaches, violations, defaults, terminations, cancellations, modifications, accelerations, rights to payment or compensation, or losses which, either alone or in the aggregate, have not had, and delivered would not reasonably be expected to have, a Company Material Adverse Effect and (B) the laws and regulations referred to in the next sentence. Except as required by the members HSR Act, the Securities Act, the Exchange Act, and the corporation, securities or blue sky laws or regulations of the Seller Group party theretovarious states, andno filing or registration with, assuming the due or authorization, execution consent or approval of, any Governmental Entity is necessary for the consummation by the Company and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement Subsidiaries of the applicable members Merger or the other transactions contemplated by this Agreement or any Related Agreement to which the Company or A-14 15 any of its Subsidiaries is a party, other than filings, registrations, authorizations, consents or approvals the Seller Groupfailure to make or obtain which has not had, enforceable against each such member in accordance with its termsand would not reasonably be expected to have, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally, or general principles of equity (collectively, the “Enforceability Exceptions”).a Company Material Adverse Effect. Section 3.5

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior to the Closing, The Company has all necessary requisite corporate power and authority to execute, to: (a) execute and deliver and perform this Agreement and the Ancillary other Transaction Agreements to which it is or shall at Closing will be a party and to perform its obligations hereunder and thereunder; and (b) carry out the Company’s obligations hereunder and thereunder and, subject to receiving the Company Party Shareholder Approvals, to consummate the transactions contemplated Transactions to which it is (or will be) a party. The execution and delivery by the Company of this Agreement and the Ancillary other Transaction Agreements to which it is (or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be will be) a party, and the consummation by the Company of the transactions contemplated hereby and therebyTransactions to which it is a party have been (or, have beenin the case of any Transaction Agreement entered into after the date of this Agreement, or shall will be prior to the Closing, upon execution thereof) duly and validly authorized by all necessary requisite action on the part of such Sellerthe Company, and, except for the Company Party Shareholder Approval and the approvals described in Section 4.7(b), no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, Company are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to consummate the Transactions to which it is or shall at Closing be a party. This Agreement has and the other Transaction Agreements to which it is (or will be) a party have been (or, in the case of any Transaction Agreement entered into after the date of this Agreement, will be upon execution thereof) duly and validly executed and delivered by each Seller, the Company and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered thereof by the members of the Seller Group party other parties thereto, andconstitute or will constitute, assuming the due authorizationupon execution thereof, execution and delivery of such Ancillary Agreement by Purchaser or, if as applicable, its applicable Affiliate party thereto, shall constitute a valid, the legal and binding agreement obligations of the applicable members of the Seller GroupCompany, enforceable against each such member the Company in accordance with its their terms, subject to the effect of any except insofar as enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, moratorium or similar Laws relating to or laws affecting the enforcement of creditors’ rights generallygenerally or by principles governing the availability of equitable remedies. To the Knowledge of the Company, no “moratorium,” “fair price,” “business combination,” “control share acquisition” or general principles similar provision of equity any state anti-takeover law (collectively, “Takeover Laws”) or any similar anti-takeover provision in the “Enforceability Exceptions”)Governing Documents of SPAC is applicable to this Agreement, the Transactions or any of the other transactions contemplated hereby.

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior to the Closing, The Company has all necessary requisite corporate power and authority to execute, deliver and perform enter into this Agreement and the Ancillary Agreements any other Transaction Documents to which it is or shall at Closing be a party thereto and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, have beenin each case, or shall be prior subject to the Closingconsents, approvals, authorizations and other requirements described in Section 5.05 and the adoption of this Agreement by holders of a majority of the voting power represented by all outstanding shares of Company Common Stock voting together as a single class (the “Company Requisite Approvals”). The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary action on part the Company Board and, upon receipt of such Sellerthe Company Requisite Approval, and no other corporate proceedings on the part of a Seller the Company or any member of the Seller Group are, or shall be as of immediately preceding the Closing, Company Holders are necessary to authorize the executionconsummation of the transactions contemplated hereby. On or prior to the date hereof, delivery and performance, as applicable, of the Company Board has determined that the transactions contemplated by this Agreement or any Ancillary Agreement are fair to which it is or shall at Closing be a partyand in the best interests of the Company. This Agreement has been duly and validly executed and delivered by each Seller, the Company and, assuming due authorization and execution by each other Party, constitutes the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal valid and binding agreement of the applicable members of the Seller GroupCompany, enforceable against each such member the Company in accordance with its terms, subject to the effect of any (a) applicable Laws relating to bankruptcy, insolvency, examinership, reorganization, insolvencymoratorium or other similar Laws, moratoriumnow or hereafter in effect, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generallygenerally and (b) general equitable principles, whether considered in a proceeding at law or general principles of equity (collectivelytogether, (a) and (b), the “Enforceability Remedies Exceptions”). Each Transaction Document to be executed by the Company at or prior to the Closing will be, when executed and delivered by the Company, duly and validly executed and delivered and, assuming due authorization and execution by each other Party thereto and the consummation of the Closing, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to any applicable Remedies Exception. The Company Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company required to adopt this Agreement and approve the transactions contemplated hereby.

Authority Relative to this Agreement. Each Seller has, of Onstream and each member of the Seller Group shall have prior to Merger Sub has the Closing, all necessary requisite corporate power and authority to execute, deliver enter into this Agreement and perform the other agreements referred to herein (the “Ancillary Agreements”) and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Agreements by Onstream and the Merger Sub and the consummation by Onstream and the Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by Onstream and the Merger Sub, and no other corporate proceedings, including, without limitation, any authorization by the shareholders of Onstream, on the part of Onstream or the Merger Sub are necessary to authorize this Agreement, the Ancillary Agreements or such transactions. This Agreement and the Ancillary Agreements have each been duly executed and delivered by Onstream and the Merger Sub and each such agreement constitutes a valid and binding obligation of each such entity, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to the enforcement of creditors’ rights generally and by general principles of equity. Neither Onstream nor the Merger Sub is subject to, or obligated under, any provision of (a) its Articles of Incorporation, or its Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, which would be breached, or violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries’ assets would be created, by its execution, delivery and performance of this Agreement or Ancillary Agreements and the consummation by it of the transactions contemplated hereby and thereby. Except for such filings to be made pursuant to Corporate Law in order to effect the Merger, NASDAQ rules and federal and state securities laws, which Onstream agrees to make, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Onstream or shall at Closing be a party the Merger Sub for the consummation by Onstream and to consummate the Merger Sub of the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, have been, or shall be prior to the Closing, duly and validly authorized by all necessary action on part of such Seller, and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a party. This Agreement has been duly and validly executed and delivered by each Seller, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement of the applicable members of the Seller Group, enforceable against each such member in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally, or general principles of equity (collectively, the “Enforceability Exceptions”)Agreements.

Authority Relative to this Agreement. Each of Parent and Seller has, and each member of the Seller Group shall have prior to the Closing, has all necessary corporate or similar power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, have been, or shall be prior to the Closing, duly and validly authorized by all necessary action on part of such Seller, and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a partyhereof. This Agreement has been duly and validly executed and delivered by each of Parent and Seller, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute constitutes a valid, legal and binding agreement of the applicable members each of the Seller GroupParent and Seller, enforceable against each such member of Parent and Seller in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generallygenerally and subject, or as to enforceability, to the effect of general principles of equity (collectively, the “Enforceability Exceptions”). At the Closing, each member of the Parent Group will have all necessary corporate or similar power and authority to execute, deliver and perform each Ancillary Agreement to which it is a party in accordance with the terms thereof and each Ancillary Agreement executed and delivered by the member of the Parent Group party thereto will be duly and validly executed and delivered by such member of the Parent Group, and, assuming the due authorization, execution and delivery of each Ancillary Agreement by Purchaser or its applicable Affiliates, will constitute a valid, legal and binding agreement of the applicable members of the Parent Group, enforceable against them in accordance with the terms thereof, subject to the Enforceability Exceptions. No vote or other approval of the equityholders of Parent or Seller is required in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or to consummate the transactions contemplated by this Agreement or any Ancillary Agreement in accordance with the terms hereof or thereof, whether by reason of applicable Law, the Organizational Documents of Parent or Seller, the rules and requirements of any securities exchange, or otherwise.

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior to the Closing, Company has all necessary corporate power and authority to execute, execute and deliver and perform this Agreement and each of the Ancillary Agreements Agreements, to which it is or shall at Closing be a party perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement hereby and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofthereby. The execution, execution and delivery and performance by each Seller and each member of the Seller Group of this Agreement and each of the Ancillary Agreements to which it is or shall at Closing be a party, by Company and the consummation by Company of the transactions contemplated hereby and thereby, thereby have been, or shall be prior to the Closing, been duly and validly authorized by all necessary corporate action on part of such Seller, and no other corporate proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, Company are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is consummate the transactions contemplated hereby or shall at Closing be a partythereby. This Agreement has been been, and as of the Closing, each of the Ancillary Agreements will have been, duly and validly executed and delivered by each Seller, Company and, assuming the due authorization, execution and delivery of this Agreement by Purchaserthe other parties hereto and thereto, constitutesconstitutes (or, and each Ancillary Agreement to which each Seller or any member in the case of the Seller Group is Ancillary Agreements, will constitute) the legal, valid and binding obligations of Company, enforceable against Company in accordance with their respective terms, except to the extent that enforceability hereof or shall at Closing thereof may be a partylimited by applicable bankruptcy, when executed insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and delivered by principles of equity regarding the members availability of remedies. The Board of Directors of the Seller Group party thereto, and, assuming Company has duly authorized the due authorization, execution and delivery of such Ancillary this Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement the performance of the applicable members transactions -14- contemplated hereby. No subsidiary or Affiliate of the Seller GroupCompany, enforceable against each such member or third party has any rights in accordance with its terms, subject and to the effect Business or any of the Purchased Assets. Each of the Transferred Employees are exclusively employed by the Company, and no Transferred Employee is employed by any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance subsidiary or preferential transfersAffiliate of the Company, or similar Laws relating any third party, and no third party consents are or will be required for the employment of the Transferred Employees by Naviant and/or Acquiror. The Company manages the operations of the Business on an exclusive basis, and no subsidiary or Affiliate of the Company currently manages the operations of the business. The Company holds all rights, title and interest in and to the MOM, the MOM Program (as such term is defined in the Transition Services Agreement), the MOM Documentation (as such term in defined in the Transition Services Agreement), the MOM Software (as such term is defined in the Transition Services Agreement) or affecting creditors’ rights generally, or general principles of equity the MOM Server (as such term is defined in the Transition Services Agreement) (collectively, the “Enforceability Exceptions”)"MOM ASSETS") and no subsidiary or Affiliate of the Company or any third party has any right in and to any of the MOM Assets.

Authority Relative to this Agreement. Each Seller has, and each member Subject only to the requisite approval of the Seller Group shall have prior to Merger and this Agreement and the Closingtransactions contemplated hereby by the shareholders of the Company, all necessary the Company has full corporate power and authority to execute, execute and deliver and perform this Agreement and the other agreements which are attached (or forms of which are attached) as exhibits hereto (the “Ancillary Agreements Agreements”) to which it the Company is or shall at Closing be a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by hereby and thereby. The Company’s board of directors has (i) approved this Agreement and declared its advisability, (ii) unanimously recommended as of the date of this Agreement that the shareholders of the Company approve this Agreement, the First Merger and the transactions contemplated hereby, and otherwise approve, adopt and agree to the matters set forth in the Written Consent, and (iii) directed that this Agreement and the Ancillary Agreements transactions contemplated hereby be submitted for a vote of the shareholders of the Company in order to which it is obtain the Required Shareholder Approvals, and no such determination, recommendation or direction of the board of directors of the Company has been withdrawn, amended, modified or terminated except as otherwise permitted by this Agreement. The Written Consent, when and if executed by each of the Major Shareholders, will result in all of the Required Shareholder Approvals being obtained and shall at Closing be a party irrevocable. The Required Shareholder Approvals are the only approvals of any holders of Company Capital Stock that are necessary in accordance connection with the terms hereof and thereofconsummation by the Company of the transactions contemplated hereby (including the Merger), pursuant to applicable Legal Requirements, the Company’s Articles of Incorporation or Bylaws. The execution, execution and delivery and performance by each Seller and each member of the Seller Group Company of this Agreement and the Ancillary Agreements to which it the Company is or shall at Closing be a party, party and the consummation by the Company of the transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder, have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part by the board of such Sellerdirectors of the Company, and no other proceedings action on the part of a Seller or any member the board of directors of the Seller Group areCompany or by any officer, director or shall be as equity holder of immediately preceding the Closing, necessary a Subsidiary is required to authorize the execution, delivery and performanceperformance of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which the Company is a party have been or will be, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a party. This Agreement has been duly and validly executed and delivered by each Seller, the Company and, assuming the due authorization, execution and delivery hereof (and, in the case of this Agreement by Purchaser, constitutes, and each the Ancillary Agreement Agreements to which each Seller or any member of the Seller Group Acquirer is or shall at Closing be a party, when executed thereof) by Acquirer, each constitutes or will constitute, as applicable, a legal, valid and delivered by the members binding obligation of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement of the applicable members of the Seller Group, Company enforceable against each such member the Company in accordance with its respective terms, subject to except as the effect of any applicable Laws relating to enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, or other similar Laws relating to or affecting the enforcement of creditors’ rights generally, or generally and by general principles of equity (collectively, the “Enforceability Exceptions”)equity.

Authority Relative to this Agreement. Each Seller hasThe Sellers and each Transferred Company have all necessary corporate or similar power and authority, and each member of the Seller Group Sellers and each Transferred Company has taken (or, in the case of the Transferred Companies, with respect to any Ancillary Agreements to be entered into after the date hereof, shall have prior to the Closingtake) all corporate or similar action necessary, all necessary power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to which it is or shall at Closing be they are a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The Except for votes or approvals that have been obtained as of the date hereof or as set forth on Section 3.3 of the Seller Disclosure Schedule, no vote or other approval of the stockholders of Sellers or any Transferred Company is required in connection with the execution, delivery and or performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements or to which it is or shall at Closing be a party, and the consummation of consummate the transactions contemplated hereby by this Agreement and therebythe Ancillary Agreements in accordance with the terms hereof and thereof, have beenwhether by reason of applicable Law, the organizational documents of Sellers or the Transferred Companies, the rules or requirements of any securities exchange, or shall be prior to the Closing, duly and validly authorized by all necessary action on part of such Seller, and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a partyotherwise. This Agreement has been duly and validly executed and delivered by each Sellerthe Sellers, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members member of the Seller Parent Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, or its applicable Affiliate party theretoAffiliates, shall constitute will constitute, a valid, legal and binding agreement of the applicable members of the Seller Parent Group, enforceable against each such member in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generallygenerally and subject, or as to enforceability, to the effect of general principles of equity (collectively, the “Enforceability Exceptions”).

Authority Relative to this Agreement. Each Seller has, and each member Subject only to the requisite ------------------------------------ approval of the Seller Group shall have prior Merger, this Agreement and the other agreements attached as Exhibits A.1 to A.4 hereto (the Closing"Ancillary Agreements") by the holders of Target -------------------- Units, each of Target, Other Assets Company, Source Media, Insight Communications and Insight Interactive (individually, a "Related Party;" collectively, the "Related Parties") (i) has all necessary requisite power and authority to execute, execute and deliver and perform this Agreement and the each Ancillary Agreements Agreement to which it is or shall at Closing be a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement hereby and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofthereby. The execution, execution and delivery and performance by each Seller and each member of the Seller Group Related Party of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, party and the consummation by each Related Party of the transactions contemplated hereby and thereby, and the performance by each Related Party of its obligations hereunder and thereunder, have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part of such Seller, by each Related Party; and no other proceedings action on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary such governing bodies is required to authorize the execution, delivery and performance, as applicable, performance by each Related Party of this Agreement or any and the Ancillary Agreement Agreements to which it is or a party and the consummation by each Related Party of the transactions contemplated hereby and thereby. The consummation by Source Media of the transactions contemplated hereby shall at Closing be a partyhave received all requisite approvals of the Source Media Bondholders. This Agreement has and the Ancillary Agreements to which such Related Party is a party have been duly and validly executed and delivered by each Seller, such Related Party and, assuming the due authorization, authorization and valid execution and delivery of this Agreement hereof by Purchaser, constitutes, Parent and each Ancillary Agreement other party to which such agreement, each Seller or any member of the Seller Group is or shall at Closing be constitutes a partylegal, when executed valid and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery binding obligation of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement of the applicable members of the Seller Group, Related Party enforceable against each such member Related Party in accordance with its respective terms, subject to except as the effect of any applicable Laws relating to enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, or other similar Laws relating to or affecting the enforcement of creditors’ ' rights generally, or generally and by general principles of equity (collectively, the “Enforceability Exceptions”)equity.

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior to the Closing, all necessary The Company has full corporate power and authority to execute, execute and deliver and perform this Agreement and the other agreements which are attached, or forms of which are attached, as exhibits hereto (the “Ancillary Agreements Agreements”) to which it the Company is or shall at Closing be a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by hereby and thereby. The Company’s majority board of directors and the shareholders entitled to vote unanimously have approved this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofdeclared its advisability. The execution, execution and delivery and performance by each Seller and each member of the Seller Group Company of this Agreement and the Ancillary Agreements to which it the Company is or shall at Closing be a party, party and the consummation by the Company of the transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder, have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part by the board of such Sellerdirectors and voting shareholders of the Company, and no other proceedings action on the part of a Seller the board of directors or any member shareholders entitled to vote of the Seller Group areCompany or by any officer, director or shall be as of immediately preceding the Closing, necessary equity holder is required to authorize the execution, delivery and performanceperformance of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which the Company is a party have been or will be, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a party. This Agreement has been duly and validly executed and delivered by each Seller, the Company and, assuming the due authorization, execution and delivery hereof (and, in the case of this Agreement by Purchaser, constitutes, and each the Ancillary Agreement Agreements to which each Seller or any member of the Seller Group Acquirer is or shall at Closing be a party, when executed thereof) by Acquirer, each constitutes or will constitute, as applicable, a legal, valid and delivered by the members binding obligation of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement of the applicable members of the Seller Group, Company enforceable against each such member the Company in accordance with its respective terms, subject to except as the effect of any applicable Laws relating to enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, or other similar Laws relating to or affecting the enforcement of creditors’ rights generally, or generally and by general principles of equity (collectively, the “Enforceability Exceptions”)equity.

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior to the Closing, all necessary Parties has full limited liability company power and authority to execute, execute and deliver and perform this Agreement and, as of the Closing, will have full limited liability company power and authority to execute and deliver the Ancillary Agreements to which it is or shall at Closing be a party Agreements, as applicable, and to consummate the transactions contemplated by this Agreement hereby and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofthereby. The execution, execution and delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, have been, or shall be prior to and, as of the Closing, the execution and delivery of the Ancillary Agreements and the consummation of the transactions contemplated thereby will have been, duly and validly authorized by all necessary action on part the Boards of such SellerManagers of each of the Seller Parties, and no other limited liability company proceedings on the part of a Seller or any member of the Seller Group areParties are necessary to authorize this Agreement or, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performanceAncillary Agreements, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a partyconsummate the transactions contemplated hereby and thereby. This Agreement has been been, and, as of the Closing, the Ancillary Agreements, as applicable, will be, duly and validly executed and delivered by each Sellerthe Seller Parties, as applicable. Assuming that this Agreement and, assuming as of the due authorizationClosing, execution the Ancillary Agreements constitute valid and delivery binding agreements of the respective Buyers, subject to receipt of the Sellers Required Regulatory Approvals and the Buyers Regulatory Required Approvals, this Agreement by Purchaser, constitutes, and each the Ancillary Agreement to which each Seller or any member Agreements will constitute, valid and binding agreements of the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement of the applicable members of the Seller GroupParties, enforceable against each such member the Seller Parties in accordance with its their respective terms, subject to the effect of any applicable Laws relating to bankruptcy, insolvency, fraudulent transfer, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights generally, or and to general equity principles of equity (collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”).

Authority Relative to this Agreement. Each Seller has, and each member Subject to the receipt of the Seller Group shall Company Shareholder Approval, the Company and Merger Sub (together, the “Company Parties”) each have prior to the Closing, or will have all necessary requisite corporate or other organizational power and authority to to: (a) execute, deliver and perform this Agreement and the Ancillary other Transaction Agreements to which such Group Company is or will as of the Closing be a party; (b) carry out such Company Party’s obligations hereunder and thereunder and (c) consummate the Transactions. Subject to the receipt of the Company Shareholder Approval, the execution and delivery by the Company Parties of this Agreement and the other Transaction Agreements to which it is or shall at Closing be a party and (or to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The executionwhich, delivery and performance by each Seller and each member as of the Seller Group of this Agreement and the Ancillary Agreements to which Closing, it is or shall at Closing will be a party, ) and the consummation by such Company Party of the transactions contemplated hereby and therebyTransactions have been (or, have beenin the case of any Transaction Agreements entered into after the date of this Agreement, or shall will be prior to the Closing, upon execution thereof) duly and validly authorized by all necessary requisite action on the part of such SellerCompany Party (including (x) with respect to the Company, the approval by the Company Board and (y) with respect to Merger Sub, the approval by the board of directors of Merger Sub), and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, Company Party are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a partyconsummate the Transactions. This Agreement has and the other Transaction Agreements to which any Company Party is a party have been (or, in the case of any Transaction Agreements to be entered into by such Company Party after the date of this Agreement, will be upon execution thereof) duly and validly executed and delivered by each Seller, such Company Party and, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute (or, in the case of any Transaction Agreements to be entered into by such Company Party after the date of this Agreement by PurchaserAgreement, constitutes, and each Ancillary Agreement to which each Seller or any member of will constitute) the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement obligations of the applicable members of the Seller GroupCompany Party, enforceable against each such member Company Party in accordance with its terms, subject to the effect of any except insofar as enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, forbearance or similar Laws relating to or laws affecting creditors’ rights generally, generally or general by principles governing the availability of equity equitable remedies (collectively, regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforceability Enforcement Exceptions”).

Authority Relative to this Agreement. Each Seller has, has the requisite corporate power and authority and each member of Lessor has the Seller Group shall have prior to the Closing, all necessary requisite power and authority to execute, deliver and perform enter into this Agreement and the Ancillary Agreements each other agreement contemplated hereby to which it Seller or such Lessor is or shall at Closing be a party party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated by this Agreement hereby and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofthereby. The execution, execution and delivery and performance by each Seller and each member of the Seller Group of this Agreement and of each such other agreement by Seller and each Lessor and the Ancillary Agreements consummation by Seller and each Lessor of the transactions contemplated hereby and thereby has been duly authorized by the Board of Directors of Seller or comparable body of each Lessor, and has been duly approved by all of the shareholders of Seller and by the members or partners of Lessors, as required, and no other corporate proceedings on the part of Seller or other proceedings on the part of Lessors are necessary to authorize this Agreement, such other agreements, and such transactions. Seller has delivered to Purchaser complete and correct copies of its Articles of Incorporation and Bylaws, each as amended to the date hereof, and all recorded actions and minutes of the shareholders and the Board of Directors of Seller and the committees thereof. Each Lessor has delivered to Purchaser complete and correct copies of its operating or partnership agreement, as amended to the date hereof, and all recorded actions and minutes of its members or partners, as the case may be. Each Shareholder possesses the legal capacity to execute and deliver this Agreement and each other agreement contemplated hereby to which it he or she is or shall at Closing be a party, to perform his or her obligations hereunder and the consummation of thereunder, and to consummate the transactions contemplated hereby and thereby, have beenwithout obtaining any approval, authorization, consent, or shall be prior to the Closing, duly and validly authorized by all necessary action on part of such Seller, and no other proceedings on the part of a Seller waiver or giving any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a partynotice. This Agreement and each other agreement contemplated hereby to which Seller, Lessors or any of 92 the Shareholders is a party has been duly and validly executed and delivered by each Seller, andLessors and/or Shareholders, assuming as the due authorization, execution and delivery of this Agreement by Purchaser, constitutescase may be, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be constitutes a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal valid and binding agreement obligation of the applicable members of the Seller GroupSeller, Lessors and/or Shareholders, enforceable against each such member in accordance with its terms, subject to except as the effect of any applicable Laws relating to enforceability thereof may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or other similar Laws laws relating to or affecting the enforcement of creditors’ ' rights generally, or generally and by general principles of equity (collectively, the “Enforceability Exceptions”)equity.

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior to the Closing, MTI has all necessary corporate power and authority to executeenter into this Agreement and the Ancillary Agreements to which it will be a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Agreements to which it will be a party by MTI and the consummation by MTI of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of MTI. Each Individual Shareholder has the full right, deliver power and authority to enter into and to perform this Agreement and the Ancillary Agreements to which it is or shall at Closing will be a party and all other agreements, certificates and documents executed or delivered, or to consummate be executed or delivered, by such individual in connection herewith and therewith. This Agreement has been, and at the transactions contemplated by this Agreement and Closing, the Ancillary Agreements to which it is or shall at Closing each APHI Shareholder will be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, have been, or shall be prior to the Closingwill be, duly and validly authorized by all necessary action on part of such Seller, and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a party. This Agreement has been duly and validly executed and delivered by each Sellerof the APHI Shareholders, and, assuming the due authorization, execution execution, and delivery by each of this Agreement by Purchaserthe other parties hereto and thereto, constitutes, and each Ancillary Agreement to which each Seller or any member of in the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement case of the applicable members Ancillary Agreement, will constitute, legal, valid, and binding obligations of the Seller GroupAPHI Shareholders, enforceable against each such member in accordance with its terms, subject to the effect of any applicable Laws relating to except as enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or and other similar Laws laws relating to or affecting creditors’ ' rights generally, by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). IMETAL has all necessary corporate power and authority to enter into the IMETAL Letter (as defined below) and to carry out its obligations thereunder. The execution and delivery of the IMETAL Letter and the performance by IMETAL of its obligations thereunder have been duly authorized by all necessary corporate action on the part of IMETAL. The IMETAL Letter has been duly executed and delivered by IMETAL, and constitutes the legal, valid, and binding obligation of IMETAL, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws relating to or affecting creditors' rights generally, by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity (collectively, the “Enforceability Exceptions”or at law).

Authority Relative to this Agreement. (a) Each Seller has, of Parent and each member of the Seller Group shall have prior to the Closing, Sub has all necessary requisite corporate power and authority to executeexecute and deliver this Agreement, deliver and perform this Agreement and the Ancillary Agreements ancillary agreements hereto to which it is a party, and each instrument required hereby to be executed and delivered by Parent or shall Sub prior to or at Closing be a party the Effective Time, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated by hereby (subject to the Parent Stockholder Approval (as defined in Section 3.3(b) below) with respect to the issuance of the shares of Parent Common Stock issuable upon the Merger). The execution and delivery of this Agreement and Agreement, the Ancillary Agreements ancillary agreements hereto to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and each instrument required hereby to be executed and delivered by Parent or Sub prior to or at the Effective Time and the performance of its obligations hereunder and thereunder and the consummation by Parent and Sub of the transactions contemplated hereby and thereby, have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part the Board of such Seller, Directors of Parent and Sub and no other corporate proceedings on the part of a Seller Parent or any member of the Seller Group are, or shall be as of immediately preceding the Closing, Sub are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary to consummate the transactions contemplated hereby (other than the Parent Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement and the ancillary agreements hereto to which it is or shall at Closing be a party. This Agreement has party executed on the date hereof have been duly and validly executed and delivered by each SellerParent and Sub, and, assuming the due authorization, execution and delivery of this Agreement by Purchaserand the ancillary agreements hereto to which it is a party constitute valid and binding agreements of the Company, constitutesthis Agreement and the ancillary agreements hereto executed on the date hereof to which it is a party constitute, and each Ancillary Agreement the ancillary agreements to which each Seller or any member of be executed at the Seller Group is or shall at Closing be a partyclosing will constitute, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal valid and binding agreement agreements of the applicable members of the Seller GroupParent and Sub, enforceable against each such member the Parent and Sub in accordance with its their terms, except as enforceability may be subject to the effect of (i) any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance reorganization or preferential transfers, or similar Laws other laws relating to or affecting creditors’ ' rights generally, or generally and (ii) general principles of equity (collectively, the “Enforceability Exceptions”whether in a proceeding at law or in equity).

Authority Relative to this Agreement. Each Seller hasBuyer and Southern Union have full corporate, and each member of the Seller Group shall have prior to the Closingor other power, all necessary power and authority to executeexecute and deliver this Agreement, deliver the Related Agreements and perform the other agreements, documents and instruments to be executed and delivered by each of them in connection with this Agreement and or the Ancillary Agreements to which it is or shall at Closing be a party Related Agreements, and to consummate the transactions contemplated by this Agreement hereby and thereby, including the issuance and delivery of the Southern Union Shares, their registration pursuant to the Shelf Registration Statement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofListing. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement Agreement, the Related Agreements and the Ancillary other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Related Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, have beenincluding the issuance and delivery of the Southern Union Shares, or shall be prior their registration pursuant to the ClosingShelf Registration Statement and the Listing, have been duly and validly authorized by all the necessary action on the part of such Seller, Buyer and Southern Union and no other corporate, or other proceedings on the part of a Seller Buyer or any member of the Seller Group are, or shall be as of immediately preceding the Closing, Southern Union are necessary to authorize this Agreement, the executionRelated Agreements and the other agreements, delivery documents and performance, as applicable, of instruments to be executed and delivered in connection with this Agreement or any Ancillary Agreement the Related Agreements or to which it is or shall at Closing be a partyconsummate the transactions contemplated hereby and thereby, including the issuance and delivery of the Southern Union Shares, their registration pursuant to the Shelf Registration Statement and the Listing. This Agreement has been been, and the Related Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Related Agreements as of the Closing Date will be, duly and validly executed and delivered by each SellerBuyer or Southern Union, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutesas applicable, and each Ancillary Agreement assuming that this Agreement, the Related Agreements and the other agreements, documents and instruments to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by in connection with this Agreement or the members Related Agreements constitute legal, valid and binding agreements of Seller and the Seller Counterparties, as applicable, are (in the case of this Agreement) or will be as of the Seller Group party thereto, and, assuming Closing Date (in the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement case of the applicable members of Related Agreements and the Seller Groupother agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Related Agreements), enforceable against each such member Buyer and Southern Union in accordance with its their respective terms, subject to the effect of any except that such enforceability may be limited by applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, other similar laws affecting or similar Laws relating to or affecting enforcement of creditors’ ' rights generally, generally or general principles of equity (collectively, the “Enforceability Exceptions”)equity.

Authority Relative to this Agreement. Each Seller has, and Xxxxxxx each member of has the Seller Group shall have prior to the Closing, all necessary requisite corporate power and authority to execute, deliver enter into and perform its respective obligations under this Agreement and the each Ancillary Agreements Agreement to which it is or shall at Closing each will be a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofparty. The execution, execution and delivery and performance by each Seller and each member of the Seller Group of this Agreement and the each Ancillary Agreements Agreement to which it is Seller or shall at Closing Xxxxxxx will be a party, and the consummation of the Acquisition, and the other transactions contemplated hereby in Articles II and therebyIII, have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part the Boards of such SellerDirectors of Seller and Xxxxxxx, and no other corporate proceedings on the part of a Seller or Xxxxxxx, including any member approval by the stockholders of the Seller Group areor Xxxxxxx, or shall be as of immediately preceding the Closing, are necessary to authorize the executionthis Agreement, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is Seller or shall at Closing Xxxxxxx will be a party, the consummation of the Acquisition, or the other transactions contemplated in Articles II and III. This Agreement has been duly and validly executed and delivered by each SellerSeller and Xxxxxxx. Each Ancillary Agreement required to be executed and delivered by Seller or Xxxxxxx at the Closing will be, and, assuming upon its or their execution and delivery as provided in Section 3.3 or elsewhere in this Agreement duly executed and delivered by Seller or Xxxxxxx. Assuming the due valid authorization, execution and delivery of this Agreement by Purchaser, constitutes, (and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing Purchaser will be a party) by Purchaser, when executed this Agreement is, and delivered by the members of the each Ancillary Agreement which to Seller Group or Xxxxxxx is a party theretowill be, and, assuming the due authorization, upon its execution and delivery of such Ancillary Agreement by Purchaser orat the Closing as provided in Section 3.3 or elsewhere in this Agreement, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal valid and binding agreement obligation of the applicable members of the Seller Groupor Xxxxxxx, enforceable against each such member in accordance with its their terms, subject to the effect of any applicable Laws relating to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, or similar other Laws relating to or affecting creditors’ ' rights generally, generally or general principles of equity (collectively, the “Enforceability Exceptions”)by equitable principles.

Authority Relative to this Agreement. Each Seller has, and each member Subject only to the requisite adoption of this Agreement by the stockholders of the Seller Group shall have prior to Company, the Closing, all necessary Company has full corporate power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements to which it the Company is or shall at Closing be a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement hereby and thereby. The Company’s board of directors has determined the Merger to be advisable, fair to and in the best interests of the Company and its stockholders, and unanimously (1) determined that the Merger qualifies as an “Offer” as defined in ARTICLE V, Section 1(c) of the Company’s certificate of incorporation; (2) resolved that it is advisable and in the best interests of the Company to suspend and waive the application of clauses (i), (ii) and (iii) of ARTICLE V, Section 1(c) of the Company’s certificate of incorporation in relation to the Merger and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with transfer of the terms hereof shares of Company Capital Stock thereby; and thereof(3) approved this Agreement, the Merger and the other transactions contemplated hereby. The execution, execution and delivery and performance by each Seller and each member of the Seller Group Company of this Agreement and the Ancillary Agreements to which it the Company is or shall at Closing be will become a party, party and the consummation by the Company of the transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder, have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part by the board of such Sellerdirectors of the Company, and and, subject only to the requisite adoption of this Agreement by the stockholders of the Company, no other proceedings action on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary Company is required to authorize the execution, delivery and performanceperformance of this Agreement and the Ancillary Agreements to which the Company is or will become a party and the consummation by the Company of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which the Company or the Founders is or will become a party, including the Support Agreements and the Share Transfer Documents, have been or, for Ancillary Agreements to be entered into by the Company or the Founders after the date hereof, will be on or before the Effective Time, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a party. This Agreement has been duly and validly executed and delivered by each Seller, the Company and the Founders and, assuming the due authorization, execution and delivery hereof (and, in the case of this Agreement by Purchaser, constitutes, and each the Ancillary Agreement Agreements to which each Seller or any member of the Seller Group Parent is or shall at Closing be a party, when executed thereof) by Parent, assuming enforceability against Parent and delivered by the members Merger Sub, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of the Seller Group party theretoCompany or the Founders, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if as applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement of the applicable members of the Seller Group, enforceable against each such member the Company or the Founders, as applicable, in accordance with its respective terms, subject to except as the effect of any applicable Laws relating to enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, or other similar Laws relating to or affecting the enforcement of creditors’ rights generally, or generally and by general principles of equity (collectively, the “Enforceability Exceptions”)equity.

Authority Relative to this Agreement. Each Seller hasof Holdco, Bendon and each member of the Seller Group shall have prior to the Closing, Merger Sub has all necessary entity power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements each Transaction Document to which it Holdco, Bendon or Merger Sub is or shall at Closing is required to be a party pursuant to this Agreement, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by hereby and thereby (including the Merger). The execution and delivery of this Agreement Agreement, and the Ancillary Agreements execution and delivery of each of the Transaction Documents to which it is or shall at Closing is required to be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of pursuant to this Agreement and the Ancillary Agreements to which it is or shall at Closing be a partyAgreement, and the consummation by Holdco, Bendon and Merger Sub of the transactions contemplated hereby and thereby, thereby (including the Merger) have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on the part of such SellerBendon (including the approval by its board of directors, subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VI), and no other corporate proceedings on the part of a Seller Holdco, Bendon, Merger Sub or any member of the Seller Group are, or shall be as of immediately preceding the Closing, their respective shareholders are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement the other Transaction Documents to which it is they are or shall at Closing are required to be a partyparty or otherwise bound, or to consummate the transactions contemplated hereby or thereby pursuant to Applicable Law and the terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by each SellerHoldco, Bendon and Merger Sub, and, upon the execution and delivery by it of the other Transaction Documents to which it is or is required to be a party, such other Transaction Documents will be duly and validly executed and delivered by it, and each of this Agreement and such other Transaction Documents, assuming the due authorization, execution and delivery of this Agreement thereof by Purchaserthe other parties hereto and thereto, constitutes, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, upon such execution and delivery of such Ancillary Agreement by Purchaser orwill constitute, if applicable, its applicable Affiliate party thereto, shall constitute a valid, the legal and binding agreement obligation of the applicable members each of the Seller GroupHoldco, Bendon and Merger Sub, enforceable against each such member Holdco, Bendon and Merger Sub in accordance with its terms, subject to the effect of any applicable Laws relating to except as may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, other similar laws now or similar Laws relating to or hereafter in effect affecting the enforcement of creditors’ rights generally, or generally and by general principles of equity (collectively, the “Enforceability Exceptions”)equity.

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior to the Closing, The Company has all necessary requisite corporate power and authority to execute, deliver and perform enter into this Agreement and the Ancillary Agreements each Seller has all requisite corporate power and authority to enter into any other Transaction Documents to which it is or shall at Closing be a party thereto and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, have beenin each case, or shall be prior subject to the Closingconsents, approvals, authorizations and other requirements described in Section 5.5. The execution and delivery of this Agreement and each other Transaction Document to which it is a party by each Seller and the consummation by each Seller of the Transactions have been duly and validly authorized by all necessary the Company or such other required corporate, limited liability, general partner or other action on part of such Seller, and no other corporate proceedings on the part of a any Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, are necessary to authorize the execution, delivery and performance, as applicable, consummation of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a partythe transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Seller, the Company and, assuming due authorization and execution by each other Party, constitutes the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal valid and binding agreement of the applicable members of the Seller GroupCompany, enforceable against each such member the Company in accordance with its terms, subject to the effect of any (a) applicable Laws relating to bankruptcy, insolvency, examinership, reorganization, insolvencymoratorium or other similar Laws, moratoriumnow or hereafter in effect, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generallygenerally and (b) general equitable principles, whether considered in a proceeding at law or general principles of equity (collectivelytogether, (a) and (b), the “Enforceability Remedies Exceptions”). Each Transaction Document to be executed by a Seller at or prior to the Closing will be, when executed and delivered by such Seller, duly and validly executed and delivered and, assuming due authorization and execution by each other Party thereto and the consummation of the Closing, will constitute a valid and binding obligation of such Seller, enforceable against the Company in accordance with its terms, subject to any applicable Remedies Exception.

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior to the Closing, all necessary Naked has full corporate power and authority to executeexecute and deliver this Agreement, deliver and perform this Agreement and the Ancillary Agreements each Transaction Document to which it Naked is or shall at Closing is required to be a party pursuant to this Agreement, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement hereby and thereby (including the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofMerger). The execution, execution and delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements execution and delivery of each of the Transaction Documents to which it Naked is or shall at Closing is required to be a partyparty pursuant to this Agreement, and the consummation by Naked of the transactions contemplated hereby and therebythereby (including the Merger), have been, or shall be prior to the Closing, been duly and validly authorized by all necessary corporate action on the part of such SellerNaked (including the approval by its board of directors and stockholders, but excluding Naked Shareholder Approval, subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VI), and no other corporate proceedings on the part of a Seller Naked or any member of the Seller Group are, or shall be as of immediately preceding the Closing, its stockholders (other than Naked Shareholder Approval) are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement the other Transaction Documents to which it is any of them are or shall at Closing are required to be a partyparty or otherwise bound, or to consummate the transactions contemplated hereby or thereby pursuant to the NRS, Applicable Law and the terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by Naked and, upon the execution and delivery by it of the other Transaction Documents to which it is or is required to be a party, such other Transaction Documents will be duly and validly executed and delivered by it, and each Seller, andof this Agreement and such other Transaction Documents, assuming the due authorization, execution and delivery of this Agreement thereof by Purchaserthe other parties hereto and thereto, constitutes, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, upon such execution and delivery of such Ancillary Agreement by Purchaser orwill constitute, if applicable, its applicable Affiliate party thereto, shall constitute a valid, the legal and binding agreement obligation of the applicable members of the Seller GroupNaked, enforceable against each such member Naked in accordance with its terms, subject to the effect of any applicable Laws relating to except as may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, other similar laws now or similar Laws relating to or hereafter in effect affecting the enforcement of creditors’ rights generally, or generally and by general principles of equity (collectively, the “Enforceability Exceptions”)equity.

Authority Relative to this Agreement. Each Seller has, of C Co and each member of the Seller Group shall have prior to the Closing, Merger Co has all necessary corporate power and authority to execute, execute and deliver and perform this Agreement and the each Ancillary Agreements Agreement to which it is or shall at Closing be will become a party party, to perform its respective obligations hereunder and thereunder and to consummate the Merger, the Share Issuance, the Articles Amendment and the other transactions contemplated by this Agreement to be consummated by C Co and Merger Co (the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof“Other Transactions”). The execution, delivery and performance by each Seller C Co and each member of the Seller Group Merger Co of this Agreement and the each Ancillary Agreements Agreement to which it C Co or Merger Co is or shall at Closing be will become a party, party and the consummation by C Co and Merger Co of the transactions contemplated hereby Merger, the Share Issuance, the Articles Amendment and thereby, the Other Transactions have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part of such Sellercorporate action, and no other corporate proceedings on the part of a Seller C Co or any member of the Seller Group are, or shall be as of immediately preceding the Closing, Merger Co are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement or to which it consummate the Merger, the Share Issuance, the Articles Amendment or such Other Transactions (other than the approval of the C Co Proposal by the shareholders of C Co in accordance with the Georgia Business Corporation Code (“GBCC”) (the “C Co Shareholder Approval”) and the filing and recordation of the Certificate of Merger as required by the provisions of the DGCL and the DLLCA). Except for the C Co Shareholder Approval, the affirmative vote or consent of the holders of any class or series of capital stock or other securities of C Co, or any of them, is not necessary to approve any agreement or shall at Closing be a partyinstrument contemplated hereby or by any of the Other Transactions other than this Agreement or to consummate any of the Other Transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by each Seller, C Co and, assuming the due authorization, execution and delivery of this Agreement by PurchaserF Co, constitutesconstitutes legal, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal valid and binding agreement obligations of the applicable members of the Seller GroupC Co, enforceable against each such member it in accordance with its terms, subject to the effect of any applicable Laws bankruptcy, insolvency (including all laws relating to bankruptcyfraudulent transfers), reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, moratorium or similar Laws relating to or laws affecting creditors’ rights generally, or generally and subject to the effect of general principles of equity equity. Each other Ancillary Agreement to which C Co will be a party (collectively, the “Enforceability ExceptionsC Co Closing Documents”), upon execution and delivery by C Co, will constitute a legal, valid and binding obligation of C Co, enforceable against it in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity.

Authority Relative to this Agreement. Each Seller has, of Parent and each member of the Seller Group shall have prior to the Closing, Merger Sub has all necessary corporate or similar power and authority to execute, execute and deliver and perform this Agreement and the each Ancillary Agreements Agreement to which it is (or shall at Closing be is specified to be) a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by Transactions. The execution and delivery of this Agreement and the each Ancillary Agreements Agreement to which it is (or shall at Closing be is specified to be) a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller of Parent and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, Merger Sub and the consummation by each of Parent and each Merger Sub of the transactions contemplated hereby and therebyTransactions, have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part of such Sellercorporate or similar organizational action, and no other corporate or similar organizational proceedings on the part of a Seller Parent or any member of the Seller Group are, or shall be as of immediately preceding the Closing, each Merger Sub are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is a party or shall at Closing be a partyto consummate the Transactions (other than (a) the Parent Holder Approval and the approval and adoption of this Agreement by Parent, as the sole stockholder of Merger Sub I and as the sole member of Merger Sub II, which approval and adoption by Parent as the sole stockholder of Merger Sub I and as the sole member of Merger Sub II will occur immediately following the execution of this Agreement by each Merger Sub, and (b) the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement and each Ancillary Agreement to which Parent or each Merger Sub is (or is specified to be) a party has been or will be (upon execution and delivery) duly and validly executed and delivered by Parent and each Seller, Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, and each Ancillary Agreement to which each Seller the Company or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group other party thereto, andconstitutes a legal, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal valid and binding agreement obligation of the applicable members of the Seller GroupParent or each Merger Sub, enforceable against Parent or each such member Merger Sub in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally, or general principles of equity (collectively, the “Enforceability Remedies Exceptions”).

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior to the Closing, all necessary has full corporate power and authority to executeexecute and deliver this Agreement, deliver the Related Agreements and perform the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement and or the Ancillary Agreements to which it is or shall at Closing be a party Related Agreements, and to consummate the transactions contemplated by this Agreement hereby and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofthereby. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement Agreement, the Related Agreements and the Ancillary other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Related Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, thereby have been, or shall be prior to the Closing, been duly and validly authorized by all the necessary action on the part of such Seller, and no other corporate or other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, are necessary to authorize this Agreement, the executionRelated Agreements and the other agreements, delivery documents and performance, as applicable, of instruments to be executed and delivered in connection with this Agreement or any Ancillary Agreement the Related Agreements or to which it is or shall at Closing be a partyconsummate the transactions contemplated hereby and thereby. This Agreement has been been, and the Related Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Related Agreements as of the Closing Date will be, duly and validly executed and delivered by each SellerSeller or the Seller Counterparties, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutesas applicable, and each Ancillary Agreement assuming that this Agreement, the Related Agreements and the other agreements, documents and instruments to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by in connection with this Agreement or the members Related Agreements constitute legal, valid and binding agreements of Buyer and Southern Union, as applicable, are (in the case of this Agreement) or will be as of the Seller Group party thereto, and, assuming Closing Date (in the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement case of the applicable members of Related Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Related Agreements) enforceable against Seller and the Seller Group, enforceable against each such member Counterparties in accordance with its their respective terms, subject to the effect of any except that such enforceability may be limited by applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, other similar laws affecting or similar Laws relating to or affecting enforcement of creditors’ ' rights generally, generally or general principles of equity (collectively, the “Enforceability Exceptions”)equity.

Authority Relative to this Agreement. Each Seller has, and each member of SPAC has the Seller Group shall have prior to the Closing, all necessary requisite power and authority to execute, to: (a) execute and deliver and perform this Agreement and the Ancillary other Transaction Agreements to which it is (or shall at Closing be will be) a party to perform its obligations hereunder and thereunder; and (b) carry out its obligations under this Agreement and the other Transaction Agreements and to consummate the transactions Transactions (including the Merger) contemplated hereby and thereby. The execution and delivery by SPAC of this Agreement and the Ancillary other Transaction Agreements to which it is (or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be will be) a party, and the consummation by SPAC of the transactions contemplated hereby and therebyTransactions (including the Merger) to which it is a party have been (or, have beenin the case of any Transaction Agreement entered into after the date of this Agreement, or shall will be prior to the Closing, upon execution thereof) duly and validly authorized by all necessary corporate action on the part of such SellerSPAC, and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, SPAC are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement the other Transaction Agreements to which it is (or shall at Closing be will be) a partyparty or to consummate the Transactions contemplated hereby and thereby, other than the SPAC Stockholder Approval. This Agreement has and the other Transaction Agreements to which SPAC is (or will be) a party have been (or, in the case of any Transaction Agreement entered into after the date of this Agreement, will be upon execution thereof) duly and validly executed and delivered by each Seller, SPAC and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, hereof and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered thereof by the members of Company and the Seller Group party other parties thereto, andconstitute or will constitute, assuming the due authorizationupon execution thereof, execution and delivery of such Ancillary Agreement by Purchaser or, if as applicable, its applicable Affiliate party thereto, shall constitute a valid, the legal and binding agreement obligations of the applicable members of the Seller GroupSPAC, enforceable against each such member it in accordance with its their terms, subject to the effect of any except insofar as enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, moratorium or similar Laws relating to or laws affecting the enforcement of creditors’ rights generallygenerally or by principles governing the availability of equitable remedies. No Takeover Laws or any similar anti-takeover provision in the Governing Documents of any Group Company, New PubCo or Merger Sub is, or general principles of equity (collectivelyat the Merger Effective Time will be, applicable to this Agreement, the “Enforceability Exceptions”)Transactions or any of the other transactions contemplated hereby.

Authority Relative to this Agreement. Each Seller has, of Xxxxxx and each member subsidiary of Xxxxxx which is a party to any of the Seller Group shall have prior to the ClosingAncillary Agreements (each such subsidiary, a "Contracting Subsidiary") has all necessary corporate power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements Agreements, to which it is or shall at Closing be a party perform its obligations hereunder and thereunder and to consummate the transactions (including, without limitation, the Transactions) contemplated by herein and therein (but only to the extent it is a party thereto). The execution and delivery of this Agreement by Xxxxxx have been, and the execution and delivery of the Ancillary Agreements by Xxxxxx and each Contracting Subsidiary (to which the extent it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a partythereto) will be, and the consummation of the transactions contemplated hereby and thereby, thereby have been, been or shall be prior to the Closingwill be, duly and validly authorized by all necessary corporate action on part of such Seller, and no other corporate proceedings on the part of a Seller Xxxxxx or any member of Contracting Subsidiary (to the Seller Group are, or shall be as of immediately preceding the Closing, extent it is a party thereto) are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any to consummate such transactions (other than (a) the approval of this Agreement, the Merger and the transactions contemplated by the Distribution Agreement by the affirmative vote of the stockholders of Xxxxxx holding a majority of the issued and outstanding Xxxxxx Shares and (b) actions to be taken by the Boards of Directors of Xxxxxx and certain Contracting Subsidiaries in connection with the matters contemplated by the Ancillary Agreement Agreements, which actions described in clause (b) above will be duly and validly taken prior to which it is or shall at Closing be a partythe Effective Time). This Agreement has been been, and each of the Ancillary Agreements will be, prior to the Effective Time, duly authorized and validly executed and delivered by Xxxxxx and each Seller, and, assuming Contracting Subsidiary (to the due authorization, execution extent it is a party thereto) and delivery of this Agreement by Purchaser, constitutes, or will constitute, the legal, valid and binding obligation of Xxxxxx and each Ancillary Agreement Contracting Subsidiary (to which each Seller or any member of the Seller Group extent it is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement of the applicable members of the Seller Group), enforceable against Xxxxxx and each such member Contracting Subsidiary (to the extent it is a party thereto) in accordance with its terms, subject to . Xxxxxx has taken all appropriate actions so that the effect restrictions on business combinations contained in Section 23-1-43-18 of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating the Indiana Law and Article Eighth of the Xxxxxx Restated Articles of Incorporation will not apply with respect to or affecting creditors’ rights generally, or general principles as a result of equity (collectively, the “Enforceability Exceptions”)Transactions.

Authority Relative to this Agreement. Each Seller has, of NAC and each member of Merger Sub has the Seller Group shall have prior to the Closing, all necessary requisite corporate power and authority to execute, deliver and perform enter into this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofcarry out its obligations hereunder. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, have been, or shall be prior to the Closing, duly and validly authorized by all necessary action on part of such Seller, and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a party. This Agreement has been duly and validly executed and delivered by each Seller, and, assuming the due authorization, execution and delivery of this Agreement by PurchaserNAC and Merger Sub and the consummation by NAC and Merger Sub of the transactions contemplated hereby to be performed by NAC and Merger Sub, constitutesrespectively, have been duly authorized by NAC and the Merger Sub, respectively, and each Ancillary no other corporate proceedings on the part of NAC or the Merger Sub are necessary to authorize this Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when and such transactions. This Agreement has been duly executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution NAC and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute Merger Sub and constitutes a valid, legal valid and binding agreement obligation of the applicable members of the Seller Groupeach, enforceable against each such member in accordance with its terms, subject to except as the effect of any applicable Laws relating to enforceability thereof may be limited by bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance reorganization or preferential transfers, or other similar Laws laws relating to or affecting the enforcement of creditors’ ' rights generally, or generally and by general principles of equity equity. Neither NAC nor Merger Sub is subject to, or obligated under, any provision of (collectivelya) its Certificate of Incorporation or its Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, that would be breached or violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created, by its execution, delivery and performance of this Agreement and the “Enforceability Exceptions”).consummation by it of the transactions contemplated hereby. Except for such filings as are required to be made pursuant to Delaware Corporate Law in order to create, authorize or authorize the issuance of the shares of Series B Preferred Stock and the Series C Preferred Stock and effect the Merger or pursuant to federal and state securities laws in order to comply with such laws in connection with the registration for resale by the Shareholders of shares of the NAC Common Stock as contemplated under the Registration Rights Agreement, which filings NAC agrees to make as and to the extent provided

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior to the Closing, has all necessary corporate or similar power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, have been, or shall be prior to the Closing, duly and validly authorized by all necessary action on part of such Seller, and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a partyhereof. This Agreement has been duly and validly executed and delivered by each Seller, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute constitutes a valid, legal and binding agreement of the applicable members of the Seller Groupeach Seller, enforceable against each such member Seller in accordance with its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, moratorium or similar Laws relating to or affecting creditors’ rights generallygenerally and subject, or as to enforceability, to the effect of general principles of equity (collectively, the “Enforceability Exceptions”). Each member of the Parent Group has all necessary corporate or similar power and authority to execute, deliver and perform each Ancillary Agreement to which it is a party in accordance with the terms thereof. At the Closing, each Ancillary Agreement executed and delivered by the member of the Parent Group party thereto will be duly and validly executed and delivered by such member of the Parent Group, and, assuming the due authorization, execution and delivery of each Ancillary Agreement by the other parties to the Ancillary Agreements, will constitute, a valid, legal and binding agreement of the applicable members of the Parent Group, enforceable against them in accordance with the terms thereof, subject to the Enforceability Exceptions. No vote or other approval of the equityholders of any Seller, Transferred Entity or any member of the Parent Group is required in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated by this Agreement or any Ancillary Agreement to which it is a party in accordance with the terms hereof or thereof, whether by reason of applicable Law, the Organizational Documents of any such Seller or Transferred Entity, as applicable, the rules and requirements of any securities exchange, or otherwise.

Authority Relative to this Agreement. Each The Seller has, and each member of has the Seller Group shall have prior to the Closing, all necessary requisite power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party and to consummate the transactions contemplated by this Agreement hereby and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofthereby. The execution, execution and delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, party and the consummation of the transactions contemplated hereby and thereby, thereby have been, or shall be prior to the Closing, been duly and validly authorized by all necessary company action on part of such Seller, and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, Seller. Each Member has all necessary legal capacity to authorize the execution, delivery and performance, as applicable, of enter into this Agreement or any and the Ancillary Agreement Agreements to which it such Member is or shall at Closing be a partyparty and to consummate the transactions contemplated hereby and thereby. This Agreement has been and the Ancillary Agreements to which it is a party will at the Closing be duly and validly executed and delivered by the Seller and each Seller, and, of the Members and (assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, has been and each of the Ancillary Agreement Agreements to which each Seller or any member of it is to be a party will at the Seller Group is or shall at Closing be a partyduly authorized, when executed and delivered by the members of other parties thereto) constitutes or will at the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall Closing constitute a valid, legal valid and binding agreement of the applicable members Seller and each of the Seller GroupMembers, enforceable against the Seller and each such member of the Members in accordance with its termsterms and conditions, except that (a) such enforcement may be subject to the effect of any applicable Laws relating to bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance transfer or preferential transfersother Laws, now or similar Laws hereafter in effect, relating to or affecting limiting creditors’ ' rights generallygenerally and (b) enforcement of this Agreement and the Ancillary Agreements, or general principles of equity (collectivelyincluding, among other things, the “Enforceability Exceptions”)remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. Each Seller hasThe execution, delivery and each member performance of the Seller Group shall have prior to the Closing, all necessary power and authority to execute, deliver and perform this Agreement and all other agreements and instruments executed in connection herewith or delivered pursuant hereto, by Buyer and the Ancillary Agreements to which it is or shall at Closing be a party and to consummate consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which it is all other agreements and instruments executed in connection herewith or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, delivered pursuant hereto have been, or shall be prior to the Closing, been duly and validly authorized by all necessary requisite corporate and stockholder action on the part of such Seller, Buyer and no other corporate actions or proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, Buyer are necessary to authorize the execution, delivery and performance, as applicable, performance of this Agreement and all other agreements and instruments executed in connection herewith or any Ancillary Agreement delivered pursuant hereto by Buyer or to which it is or shall at Closing be a partyconsummate the transactions so contemplated. This Agreement has been and all other agreements and instruments executed in connection herewith or delivered pursuant hereto have been, or will be, duly and validly executed and delivered by each Seller, Buyer and, assuming the due authorization, execution and delivery of with respect to this Agreement by Purchaserand any other such agreement, constitutesassuming it has been duly authorized, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members any other party (other than an affiliate of the Seller Group party theretoBuyer), andconstitutes, assuming the due authorizationor will constitute when executed, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal valid and binding agreement of the applicable members of the Seller GroupBuyer, enforceable against each such member Buyer in accordance with its terms, except that (a) enforcement may be subject to the effect of any applicable Laws relating to bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance transfer or preferential transfersother laws, now or similar Laws hereafter in effect, relating to or affecting limiting creditors’ rights generally, or general principles and (b) enforcement of equity (collectivelythis Agreement, including, among other things, the “Enforceability Exceptions”)remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Buyer Common Stock issuable pursuant to Article I have been duly authorized for issuance and, if Buyer elects to satisfy a portion of the Consideration through the issuance of the Buyer Preferred Stock, the shares of Buyer Preferred Stock issuable pursuant to Article I will be, as of the Closing Date, duly authorized for issuance and, when issued and delivered in accordance with the provisions of this Agreement, all such shares of Buyer Common Stock and Buyer Preferred Stock will be validly issued and fully paid and nonassessable, and the issuance of such shares will not be subject to preemptive or other similar rights.

Authority Relative to this Agreement. Each Seller has, Buyer and each member of the Seller Group shall have prior to the ClosingSponsors has full corporate, all necessary power or other power, and authority to executeexecute and deliver this Agreement, deliver the Related Agreements and perform the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement and or the Ancillary Agreements to which it is or shall at Closing be a party Related Agreements, and to consummate the transactions contemplated by this Agreement hereby and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofthereby. The execution, delivery and performance by each Seller and each member of the Seller Group of this Agreement Agreement, the Related Agreements and the Ancillary other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Related Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, thereby have been, or shall be prior to the Closing, been duly and validly authorized by all the necessary action on the part of such Seller, Buyer and each of the Sponsors and no other corporate, or other proceedings on the part of a Seller Buyer or any member of the Seller Group are, or shall be as of immediately preceding the Closing, Sponsors are necessary to authorize this Agreement, the executionRelated Agreements and the other agreements, delivery documents and performance, as applicable, of instruments to be executed and delivered in connection with this Agreement or any Ancillary Agreement the Related Agreements or to which it is or shall at Closing be a partyconsummate the transactions contemplated hereby and thereby. This Agreement has been been, and the Related Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Related Agreements as of the Closing Date will be, duly and validly executed and delivered by each SellerBuyer or the Buyer Counterparties and the Sponsors, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutesas applicable, and each Ancillary Agreement assuming that this Agreement, the Related Agreements and the other agreements, documents and instruments to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by in connection with this Agreement or the members Related Agreements constitute legal, valid and binding agreements of Seller and the Seller Counterparties, as applicable, are (in the case of this Agreement) or will be as of the Seller Group party thereto, and, assuming Closing Date (in the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement case of the applicable members of Related Agreements and the Seller Groupother agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Related Agreements), enforceable against Buyer, the Buyer Counterparties and each such member of the Sponsors in accordance with its their respective terms, subject to the effect of any except that such enforceability may be limited by applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, other similar laws affecting or similar Laws relating to or affecting enforcement of creditors’ ' rights generally, generally or general principles of equity (collectively, the “Enforceability Exceptions”)equity.

Authority Relative to this Agreement. Each Seller has, and each member (a) Subject to the receipt of the Seller Group shall Company Shareholder Approval, the Company and Merger Sub (together, the “Company Parties”) each have prior to the Closing, or will have all necessary requisite corporate or other organizational power and authority to to: (a) execute, deliver and perform this Agreement and the Ancillary other Transaction Agreements to which it such Group Company is or shall at Closing be a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution, delivery and performance by each Seller and each member will as of the Seller Group of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby, have been, each ancillary document that such Company Party has executed or shall be delivered or is to execute or deliver pursuant to this Agreement prior to the Closing; (b) carry out such Company Party’s obligations hereunder and thereunder, including the due and valid authorization and issuance of the Merger Consideration, and (c) consummate the Transactions. Subject to the receipt of the Company Shareholder Approval, the execution and delivery by the Company Parties of this Agreement and the other Transaction Agreements to which it is a party (or to which, as of the Closing, it will be a party) and the consummation by such Company Party of the Transactions have been (or, in the case of any Transaction Agreements entered into after the date of this Agreement, will be upon execution thereof) duly and validly authorized by all necessary requisite action on the part of such SellerCompany Party (including (x) with respect to the Company, the approval by the Company Board and (y) with respect to Merger Sub, the approval by the board of directors of Merger Sub and by the Company, as the sole shareholder of Merger Sub), and no other proceedings on the part of a Seller or any member of the Seller Group are, or shall be as of immediately preceding the Closing, Company Party are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a partyconsummate the Transactions. This Agreement has and the other Transaction Agreements to which any Company Party is a party have been (or, in the case of any Transaction Agreements to be entered into by such Company Party after the date of this Agreement, will be upon execution thereof) duly and validly executed and delivered by each Seller, such Company Party and, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute (or, in the case of any Transaction Agreements to be entered into by such Company Party after the date of this Agreement by PurchaserAgreement, constitutes, and each Ancillary Agreement to which each Seller or any member of will constitute) the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement obligations of the applicable members of the Seller GroupCompany Party, enforceable against each such member Company Party in accordance with its terms, subject to the effect of any except insofar as enforceability may be limited by applicable Laws relating to TABLE OF CONTENTS bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, forbearance or similar Laws relating to or laws affecting creditors’ rights generally, generally or general by principles governing the availability of equity equitable remedies (collectively, regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforceability Enforcement Exceptions”).

Authority Relative to this Agreement. Each Seller has, and each member of the Seller Group shall have prior Subject only to the Closingrequisite adoption of this Agreement by BGB, all necessary the Company has full corporate power and authority to execute, execute and deliver and perform this Agreement and the other agreements which are attached (or forms of which are attached) as exhibits hereto (the “Ancillary Agreements Agreements”) to which it the Company is or shall at Closing be a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by hereby and thereby. The Company’s board of directors has approved this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofdeclared its advisability. The execution, execution and delivery and performance by each Seller and each member of the Seller Group Company of this Agreement and the Ancillary Agreements to which it the Company is or shall at Closing be will become a party, party and the consummation by the Company of the transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder, have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part by the board of such Sellerdirectors of the Company, and no other proceedings action on the part of a Seller or any member the board of directors of the Seller Group are, or shall be as of immediately preceding the Closing, necessary Company is required to authorize the execution, delivery and performanceperformance of this Agreement and the Ancillary Agreements to which the Company is or will become a party and the consummation by the Company of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which the Company is or will become a party have been or will be, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a party. This Agreement has been duly and validly executed and delivered by each Seller, the Company and, assuming the due authorization, execution and delivery hereof (and, in the case of this Agreement by Purchaser, constitutes, and each the Ancillary Agreement Agreements to which each Seller or any member of the Seller Group Parent is or shall at Closing be a party, when executed thereof) by, and delivered by the members enforceability against, Parent, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal and binding agreement of the applicable members of the Seller Group, Company enforceable against each such member the Company in accordance with its respective terms, subject to except as the effect of any applicable Laws relating to enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, or other similar Laws relating to or affecting the enforcement of creditors’ rights generally, or generally and by general principles of equity (collectively, the “Enforceability Exceptions”)equity.

Authority Relative to this Agreement. Each Seller has, of SuperShuttle and each member of Merger Sub has the Seller Group shall have prior to the Closing, all necessary requisite corporate power and authority to execute, deliver and perform enter into this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofcarry out its obligations hereunder. The execution, execution and delivery and performance by each Seller and each member of the Seller Group of this Agreement by SuperShuttle and the Ancillary Agreements to which it is or shall at Closing be a party, Merger Sub and the consummation by SuperShuttle and Merger Sub of the transactions contemplated hereby and thereby, have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part of such SellerSuperShuttle and Merger Sub, and no other corporate proceedings on the part of a Seller SuperShuttle or any member of the Seller Group are, or shall be as of immediately preceding the Closing, Merger Sub are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a partyand such transactions. This Agreement has been duly and validly executed and delivered by each Seller, SuperShuttle and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by PurchaserTamarack, constitutes, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be constitutes a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal valid and binding agreement obligation of the applicable members of the Seller Groupeach, enforceable against each such member in accordance with its terms, subject to except as the effect of any applicable Laws relating to enforceability thereof may be limited by bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance reorganization or preferential transfers, or other similar Laws laws relating to or affecting the enforcement of creditors’ ' rights generally, or generally and by general principles of equity equity. Except as set forth in the SuperShuttle Disclosure Schedule, neither SuperShuttle nor Merger Sub is subject to, or obligated under, any provision of (collectivelya) its Articles or Certificate of Incorporation or Bylaws, (b) any material agreement, arrangement or understanding, (c) any material license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created, by its execution, delivery and performance of this Agreement and the “Enforceability Exceptions”)consummation by it of the transactions contemplated hereby. Except for such filings to be made pursuant to the Merger Statutes in order to effect the Merger, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of SuperShuttle or Merger Sub for the consummation by SuperShuttle and Merger Sub of the transactions contemplated by this Agreement.

Authority Relative to this Agreement. Each Seller has, Buyer and Xxxxx Subsidiary each member of ------------------------------------ have the Seller Group shall have prior to the Closing, all necessary requisite corporate power and authority to execute, deliver and perform enter into this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereofcarry out its obligations hereunder. The execution, execution and delivery and performance by each Seller and each member of the Seller Group of this Agreement by Buyer and the Ancillary Agreements to which it is or shall at Closing be a party, Xxxxx Subsidiary and the consummation by Buyer and Xxxxx Subsidiary of the transactions contemplated hereby and thereby, have been, or shall be prior to the Closing, been duly and validly authorized by all necessary action on part of such SellerBuyer and Xxxxx Subsidiary, and and, no other proceedings on the part of a Seller Buyer or any member of the Seller Group are, or shall be as of immediately preceding the Closing, Xxxxx Subsidiary are necessary to authorize the execution, delivery and performance, as applicable, performance of this Agreement or any Ancillary Agreement to which it is or shall at Closing be a partyand the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Seller, and, assuming Buyer and Xxxxx Subsidiary and constitutes the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, and each Ancillary Agreement to which each Seller or any member of the Seller Group is or shall at Closing be a party, when executed and delivered by the members of the Seller Group party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or, if applicable, its applicable Affiliate party thereto, shall constitute a valid, legal valid and binding agreement obligation of the applicable members of the Seller GroupBuyer and Xxxxx Subsidiary, enforceable against each such member Buyer and Xxxxx Subsidiary in accordance with its terms, subject to the effect of any applicable Laws relating to except as such enforcement may be limited by bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance insolvency or preferential transfers, other similar laws affecting the enforcement of creditors' rights generally or similar Laws relating to or affecting creditors’ rights generally, or by general principles of equity equity. Assuming compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act (collectivelythe "Xxxx-Xxxxx-Xxxxxx Act"), neither the execution --------------------- or delivery of this Agreement by Buyer and Xxxxx Subsidiary, the “Enforceability Exceptions”)performance by Buyer and Xxxxx Subsidiary of their respective obligations hereunder, nor the consummation of the transactions contemplated hereby will require any consent, approval or notice under, or violate, breach, be in conflict with, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or permit the termination of, or result in the creation or imposition of any lien upon any properties, assets or business of Buyer or Xxxxx Subsidiary under any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other agreement or commitment or any order, judgment or decree to which Buyer or Xxxxx Subsidiary is a party or by which Buyer or Xxxxx Subsidiary or any of their respective assets or properties is bound or encumbered. No authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Buyer or Xxxxx Subsidiary for the consummation by Buyer or Xxxxx Subsidiary of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, have a material adverse effect on the financial condition, results of operations or business of Buyer or Xxxxx Subsidiary or prevent Buyer or Xxxxx Subsidiary from performing under this Agreement. No other approval will be necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.