Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have been duly executed and delivered by Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, valid and binding obligations of Company, enforceable against Company in accordance with their terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and subject to the Option Agreementterms and conditions hereof, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval and adoption of this Agreement and the transactions contemplated hereby by the holders of a majority stockholders of the outstanding shares Company in accordance with the applicable provisions of the DGCL). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company Common Stock entitled and no other corporate proceedings on the part of the Company are necessary to vote authorize this Agreement or to consummate the transactions so contemplated (other than, with respect thereto at to the Merger, the approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company Stockholders' Meeting (as defined in Section 7.01), and accordance with the filing and recordation applicable provisions of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, this Agreement constitutes a valid and binding obligations obligation of each of Purchaser and Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with their its terms, except that such enforcement may be subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law affecting the enforceability of laws now or hereafter in effect relating to creditors' rights generally and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the effect discretion of general principles of equity the court before which any proceeding therefor may limit the availability of remedies (whether in a proceeding at law or in equity)be brought.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder hereunder, and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement (collectively, the "Transactions"). The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect to the Merger, the approval adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Common Stock entitled to vote with respect thereto at (the Company Stockholders' Meeting (as defined in Section 7.01), "Requisite Stockholder Vote") and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject except to the effect of any extent that enforceability thereof may be limited by applicable bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of general by principles of equity which may limit regarding the availability of remedies (whether in a proceeding at law or in equity)remedies.

Authority Relative to this Agreement. The board of directors of the Company has all necessary declared this Agreement and the Merger to be advisable and has unanimously (with one abstention) recommended that the stockholders of the Company adopt this Agreement and the Merger, and the Company has the requisite corporate power and authority to execute and deliver this Agreement and and, upon adoption of this Agreement by the Option Agreementstockholders of the Company, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this This Agreement and the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionthe board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to than the Merger, the approval adoption of this Agreement and the Merger by the holders of a majority stockholders of the outstanding shares of Company Common Stock entitled to vote in accordance with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, valid and binding obligations agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with their its terms, subject subject, as to the effect of any applicable enforceability, to bankruptcy, moratorium, insolvency, reorganization and other laws of general applicability relating to or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. Company The Purchaser is a corporation duly incorporated under the laws of its jurisdiction of incorporation for the purpose of consummating the Arrangement and has all necessary corporate power and authority not carried on any active business prior to execute and deliver the date of this Agreement and the Option other than activities in connection with this Agreement, to perform its obligations hereunder the documents ancillary hereto and thereunder and to consummate the transactions contemplated hereby and thereby. The execution Purchaser has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement and the Option Agreement by Company and the consummation by Company the Purchaser of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate actionthe board and shareholders of the Purchaser, and no other corporate proceedings on the part of Company the Purchaser are necessary to authorize the execution and delivery by it of this Agreement or any agreement ancillary hereto and the Option Agreement or to consummate consummation by it of the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)thereby. This Agreement and the Option Agreement have has been duly executed and delivered by Company and, assuming the due authorization, execution Purchaser and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of Company, the Purchaser enforceable against Company it in accordance with their its terms, subject to the effect of any applicable qualification that such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect laws of general principles application relating to or affecting rights of equity which creditors and that equitable remedies, including specific performance, are discretionary and may limit the availability of remedies (whether in a proceeding at law or in equity)not be ordered.

Authority Relative to this Agreement. The Company has all necessary the requisite corporate power and authority to execute and deliver deliver, and perform its obligations under, this Agreement and the Company Option AgreementAgreement and, subject to perform obtaining the necessary approval of its obligations hereunder and thereunder and stockholders, to consummate the Merger and the other transactions contemplated hereby and therebythereby under applicable law. The execution and delivery of this Agreement and the Company Option Agreement by Company and the consummation by Company of the Merger and other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and or the Company Option Agreement or to consummate the Merger or other transactions contemplated hereby and thereby (other than, with respect to the Merger, the than approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as Company's stockholders required by the DGCLapplicable law). This Agreement and the Company Option Agreement have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties hereto Parent and theretoMerger Sub, constitute legal, each constitutes a valid and binding obligations agreement of the Company, enforceable against the Company in accordance with their its terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws affecting the enforceability enforcement of creditors' creditors rights generally and to the effect of or by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. Subject only to the approval of the Company's shareholders described below, the Company has all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered at the Option Agreement, Closing by the Company and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions to which it is a party. The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered at the Option Agreement Closing by the Company and the consummation by the Company of the transactions contemplated hereby Merger and thereby the Transactions to which it is a party have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of Company are necessary the Company, subject only to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement and the Merger by the Company's shareholders under the DGCL and the Company Charter by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Shares. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Purchaser, as applicable, constitutes the other parties hereto and thereto, constitute legal, valid and binding obligations obligation of the Company, enforceable against Company in accordance with their its terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization fraudulent conveyance, reorganization, moratorium or other similar law affecting the enforceability of laws now or hereafter in effect relating to creditors' rights generally and to the effect by general equitable principles (regardless of general principles of equity which may limit the availability of remedies (whether enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. The Company has all necessary corporate power power, authority and authority capacity to execute and deliver enter into this Agreement and all other agreements and instruments to be executed by the Option AgreementCompany as contemplated by this Agreement and (subject to obtaining the Required Company Shareholder Approval, the Interim Order and the Final Order in the manner contemplated herein) to perform its obligations hereunder and thereunder under such agreements and to consummate the transactions contemplated hereby and therebyinstruments. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation performance by the Company of the transactions contemplated hereby and thereby its obligations under this Agreement have been duly and validly authorized by all necessary corporate actionthe Company Board and, except for obtaining the Required Company Shareholder Approval, the approval of the CSE in respect of the Arrangement, the Interim Order and the Final Order in the manner contemplated herein and filing of the Arrangement Filings with the Registrar, no other corporate proceedings on the its part of Company are necessary to authorize this Agreement and or the Option Agreement or to consummate the transactions contemplated hereby and thereby (Arrangement, other than, with respect to the MergerCompany Circular and other matters relating thereto, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Board. This Agreement and the Option Agreement have has been duly executed and delivered by Company andthe Company, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable qualification that such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect laws of general principles application relating to or affecting rights of equity which may limit creditors and that equitable remedies, including specific performance, are within the availability discretion of remedies (whether in a proceeding at law or in equity)court.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Option Agreementnecessary approvals of the Company Stockholders, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, than the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (Stockholders as defined described in Section 7.01), 3.16 hereof and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect to the MergerMergers, the approval of this Agreement by Company Stockholder Approval, which the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01)Written Consent shall satisfy, and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Acquiror, First Merger Sub and theretoSecond Merger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any except as limited by applicable bankruptcy, moratorium, insolvency, reorganization or reorganization, moratorium and other similar law laws of general application affecting the enforceability enforcement of creditors' ’ rights generally generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the effect Mergers, this Agreement, any Ancillary Agreement or any of general principles the other Transactions. To the knowledge of equity which may limit the availability of remedies (whether in a proceeding at law Company, no other state takeover statute is applicable to the Mergers or in equity)the other Transactions.

Authority Relative to this Agreement. The Company has all necessary corporate power power, authority and authority capacity to execute and deliver enter into this Agreement and all other agreements and instruments to be executed by the Option AgreementCompany as contemplated by this Agreement and (subject to obtaining the Required Shareholder Approval, the Amendment Interim Order and the Amendment Final Order in the manner contemplated herein) to perform its obligations hereunder and thereunder under such agreements and to consummate the transactions contemplated hereby and therebyinstruments. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation performance by the Company of the transactions contemplated hereby and thereby its obligations under this Agreement have been duly and validly authorized by all necessary corporate actionthe Company Board and, except for obtaining the Required Shareholder Approval, the approval of the CSE in respect of the Amended Arrangement, the Amendment Interim Order and the Amendment Final Order in the manner contemplated herein and filing of the Required Filings with the Registrar, no other corporate proceedings on the its part of Company are necessary to authorize this Agreement and or the Option Agreement or to consummate the transactions contemplated hereby and thereby (Amended Arrangement, other than, with respect to the Merger, Circular and other matters relating thereto and the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Board. This Agreement and the Option Agreement have has been duly executed and delivered by Company andthe Company, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable qualification that such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect laws of general principles application relating to or affecting rights of equity which may limit creditors and that equitable remedies, including specific performance, are within the availability discretion of remedies (whether in a proceeding at law or in equity)court.

Authority Relative to this Agreement. The Company has all necessary corporate power power, authority and authority capacity to execute and deliver enter into this Agreement and all other agreements and instruments to be executed by the Option AgreementCompany as contemplated by this Agreement and (subject to obtaining the Required Shareholder Approval, the Interim Order, the Final Order and the Regulatory Approvals in the manner contemplated herein) to perform its obligations hereunder and thereunder under such agreements and to consummate the transactions contemplated hereby and therebyinstruments. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation performance by the Company of the transactions contemplated hereby and thereby its obligations under this Agreement have been duly and validly authorized by all necessary corporate actionthe Company Board and, except for obtaining the Required Shareholder Approval, the approval of the CSE in respect of the Arrangement, the Interim Order and the Final Order in the manner contemplated herein, no other corporate proceedings on the its part of Company are necessary to authorize this Agreement and or the Option Agreement or to consummate the transactions contemplated hereby and thereby (Arrangement, other than, with respect to the Merger, Circular and other matters relating thereto and the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Board. This Agreement and the Option Agreement have has been duly executed and delivered by Company andthe Company, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable qualification that such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect laws of general principles application relating to or affecting rights of equity which may limit creditors and that equitable remedies, including specific performance, are within the availability discretion of remedies (whether in a proceeding at law or in equity)court.

Authority Relative to this Agreement. The Company has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which the Company has executed or delivered or is to execute and or deliver pursuant to this Agreement and the Option Agreement, to perform its and (ii) carry out the Company's obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby(including the Transactions). The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the Transactions) have been duly and validly authorized by all necessary corporate actionaction on the part of the Company (including the approval by its Board of Directors), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (hereby, other than, with respect to the Merger, than the approval of this Agreement and the Transactions by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Company's stockholders. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretohereto, constitute legal, valid constitutes the legal and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)and public policy.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and and, subject in the case of the Merger, to obtaining approval of the stockholders of the Company, if required, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Common Stock entitled Shares, if and to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01)extent required by applicable law, and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLDelaware Law). This Agreement and the Option Agreement have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoPurchaser, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization moratorium or other similar law affecting the enforceability of laws relating to creditors' rights generally and to the effect of general principles of equity which may limit equity. The Board has approved this Agreement and the availability Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of remedies (whether in a proceeding at law or in equity)Delaware Law shall not apply to the Transactions.

Authority Relative to this Agreement. The Company has all necessary the requisite corporate power power, authority and authority capacity to execute and deliver enter into this Agreement and any other agreements and documents contemplated hereunder and (subject to obtaining the Option AgreementInterim Order, the Final Order and the Required Approval) to perform its obligations hereunder and thereunder and to consummate complete the transactions contemplated hereby hereunder and therebythereunder. The execution and delivery of this Agreement and the Option Agreement by Company any other agreements and documents contemplated hereunder and the consummation performance by the Company of the transactions contemplated hereby its obligations hereunder and thereby thereunder have been duly and validly authorized by all necessary corporate action, action on the part of the Company and the Board and no other corporate proceedings on the part of the Company or the Board 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 Option Agreement or to consummate Required Approval, the Interim Order and the Final Order, the completion by the Company of the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)thereby. This Agreement and the Option Agreement have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization reorganization, fraudulent transfer, moratorium and other Laws relating to or other similar law affecting the enforceability availability of equitable remedies and the enforcement of creditors' ’ rights generally and to the effect of general principles of equity which and public policy and to the qualification that equitable remedies such as specific performance and injunction may limit be granted only in the availability discretion of remedies (whether in a proceeding at law or in equity)court of competent jurisdiction.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder hereunder, and, subject to receipt of the Company shareholders' approval and thereunder and the required statutory approvals, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock and the holders of a majority of the outstanding shares of Company Preferred Stock entitled to vote with respect thereto at the Company StockholdersShareholders' Meeting (as defined in Section 7.01), the filing of the Certificate of Merger, and the filing and recordation of the Certificate Agreement of Merger as required by the DGCLCalifornia Law). This Agreement and the Option Agreement have has been duly executed and delivered by Company and, assuming the due authorization, execution and delivery by the other parties hereto and theretoParent, constitute constitutes the legal, valid and binding obligations obligation of Company, enforceable against Company in accordance with their its terms, subject except to the effect of any extent that enforceability hereof may be limited by applicable bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of general by principles of equity which may limit regarding the availability of remedies (whether in a proceeding at law or in equity)remedies.

Authority Relative to this Agreement. (a) The Company has and Company Sub have all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement by the Company and the Option Agreement by Company Sub and the consummation by the Company and Company Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company or the Company Sub (including on the part of the shareholders of the Company or the stockholders of Company Sub) are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect to the Reorganization Merger, the approval and adoption of this Agreement by the holders of a majority of the then outstanding shares of Company Common Stock entitled to vote Stock, and, with respect thereto at to the Company Stockholders' Meeting (as defined in Section 7.01)Mergers, and the filing and recordation of appropriate documents for the Certificate of Merger Mergers as required by the CGCL and DGCL, as applicable). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and Company Sub and, assuming the due authorization, execution and delivery by the other parties hereto and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of Companythe Company and Company Sub, enforceable against Company each in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law affecting the enforceability of laws relating to creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary ------------------------------------ the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery (subject to the approval of this Agreement the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the BCA and the Option Company's Articles of Incorporation). This Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, than the approval of this Agreement the Merger by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock votes entitled to vote be cast by the holders of Shares in accordance with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), BCA and the filing and recordation Company's Articles of the Certificate of Merger as required by the DGCLIncorporation). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, valid and binding obligations agreement of Acquiror, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with their its terms, subject subject, as to the effect of any applicable enforceability, to bankruptcy, moratorium, insolvency, reorganization and other laws of general applicability relating to or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Option AgreementCompany Requisite Vote (as defined below), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action, the Board of Directors of the Company (the "Company Board") and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of a majority of the outstanding shares voting stock of the Company (which is comprised solely of Company Common Stock entitled to vote with respect thereto at and Company Series A Preferred Stock) acting as a single class (the "Company Stockholders' Meeting (as defined in Section 7.01Requisite Vote"), and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company andand constitutes a valid, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, valid legal and binding obligations agreement of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally generally, and to the effect application of general equitable principles of equity which may limit the availability of remedies (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the requisite corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions so contemplated hereby and thereby (other than, with respect to than the Merger, the approval adoption of this Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), DGCL and the filing and recordation of the Company's Certificate of Merger as required by the DGCLIncorporation and By-Laws). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute as applicable, constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as such enforceability may be limited or affected by (i) bankruptcy, insolvency, reorganization, moratorium, insolvencyliquidation, reorganization or arrangement, fraudulent transfer, fraudulent conveyance and other similar law laws (including, without limitation, court decisions) now or hereafter in effect and affecting the enforceability rights and remedies of creditors' rights creditors generally or providing for the relief of debtors, (ii) the refusal of a particular court to grant equitable remedies, including, without limitation, specific performance and to the effect of injunctive relief, and (iii) general principles of equity which may limit the availability (regardless of whether such remedies (whether are sought in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. The Company has all necessary full corporate power and authority to execute and deliver enter into this Agreement and and, subject, with respect to the Option AgreementMerger, to obtaining the Company Stockholders' Approval (as defined in Section 7.03), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary corporate actionthe Board of Directors of the Company, the Board of Directors of the Company has recommended adoption of this Agreement by the stockholders of the Company and directed that this Agreement be submitted to the stockholders of the Company for their consideration, and no other corporate proceedings on the part of the Company or its stockholders are necessary to authorize the execution, delivery and performance of this Agreement by the Company and the Option Agreement or to consummate consummation by the Company of the transactions contemplated hereby and thereby (hereby, other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at obtaining the Company Stockholders' Meeting (as defined in Section 7.01), Approval if and to the filing and recordation of the Certificate of Merger as extent required by the DGCL)applicable law. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming subject, with respect to the due authorizationMerger, execution and delivery by to the other parties hereto and theretoobtaining of the Company Stockholders' Approval, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect by general equitable principles (regardless of general principles of equity which may limit the availability of remedies (whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. Company Seller has all necessary corporate power and authority authority, and has taken all corporate action necessary, to execute execute, deliver and deliver perform this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder Transitional Services Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of by this Agreement and the Option Transitional Services Agreement by Company in accordance with the terms hereof and the consummation by Company thereof, and as of the transactions contemplated hereby and thereby Closing, AER will have been duly and validly authorized by all necessary corporate action, or other power and no authority and will have taken all corporate or other corporate proceedings on the part of Company are action necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, by this Agreement in accordance with respect to the Merger, the approval terms of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Agreement. This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company Seller and, assuming the due authorization, execution and delivery of this Agreement by IPH, constitutes, and the other parties hereto Transitional Services Agreement when executed and theretodelivered by Seller, constitute legaland assuming the due authorization, valid execution and delivery of the Transitional Services Agreement by IPH, shall constitute, a valid, legal and binding obligations agreement of CompanySeller, enforceable against Company Seller in accordance with their its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, insolvencyfraudulent conveyance or preferential transfers, reorganization or other similar law Laws relating to or affecting the enforceability of creditors' ’ rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability (regardless of remedies (whether such enforceability is considered in a proceeding at law equity or in equityat Law). No approval of the stockholders of Seller or of EEI is required to authorize this Agreement or to consummate the transactions contemplated hereby.

Authority Relative to this Agreement. Company The Buyer has all necessary full corporate power and authority to execute and deliver this Agreement and the Option AgreementAncillary Agreements and, subject to perform its obligations hereunder and thereunder and the satisfaction of the closing conditions, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement by Company Ancillary Agreements and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, the board of directors of the Buyer and no other corporate proceedings on the part of Company the Buyer are necessary to authorize this Agreement and the Option Agreement Ancillary Agreements or to consummate the transactions contemplated hereby and thereby (other thanthereby. This Agreement and the Ancillary Agreements have been, or, with respect to the MergerAncillary Agreements to be delivered at Closing, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto will be at the Company Stockholders' Meeting (as defined in Section 7.01)Closing, duly and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have been duly validly executed and delivered by Company andthe Buyer, and assuming that this Agreement and the due authorizationAncillary Agreements constitute valid and binding agreements of the Seller, execution and delivery by constitute, or, with respect to the other parties hereto and theretoAncillary Agreements to be delivered at Closing, will constitute legalat Closing, valid and binding obligations agreements of Companythe Buyer, enforceable against Company the Buyer in accordance with their terms, subject to the effect of any except that such enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization moratorium or other similar law Laws affecting the enforceability or relating to enforcement of creditors' ’ rights generally and to the effect of or general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to the terms and conditions of this Agreement and the Option Agreementapproval of this Agreement by the holders of a majority of then outstanding shares of Company Common Stock, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the then outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLMBCL and subject to the terms and conditions of this Agreement). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization fraudulent conveyance, reorganization, moratorium or other similar law affecting the enforceability of laws now or hereafter in effect relating to creditors' rights generally and to the effect by general equitable principles (regardless of general principles of equity which may limit the availability of remedies (whether enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyMerger. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate actionaction of the Company other than the adoption of this Agreement by the Company's stockholders in accordance with the DGCL and the Company Charter Documents, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Merger (other than, with respect to than the Merger, the approval adoption of this Agreement by the holders of a majority Company's stockholders in accordance with the DGCL, including, to the extent applicable, Section 203 of the outstanding shares of Company Common Stock entitled to vote with respect thereto at DGCL ("Section 203") and the Company Stockholders' Meeting (as defined in Section 7.01), Charter Documents and the filing and recordation of the Certificate of appropriate documents with respect to the Merger as required by in accordance with the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by NBC and Merger Sub, constitutes the other parties hereto and thereto, constitute legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject except to the effect of any applicable extent limited by bankruptcy, insolvency, moratorium, insolvencyfraudulent conveyance, reorganization or other similar law Laws affecting the enforceability rights of creditors' rights generally creditors generally, and to the effect of general principles of equity which may limit extent that the availability of equitable remedies (whether in a proceeding at law or in equity)may be limited by equitable principles.

Authority Relative to this Agreement. Company The Seller has all necessary full corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement by Company Ancillary Agreements and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Seller and no other corporate proceedings on the part of Company the Seller are necessary to authorize this Agreement and or the Option Agreement Ancillary Agreements or to consummate the transactions contemplated hereby and thereby (other thanthereby. This Agreement and the Ancillary Agreements have been duly and validly executed and delivered by the Seller, with respect and, assuming that this Agreement and the Ancillary Agreements constitute valid and binding agreements of the Buyer, subject to the Merger, the approval of this Agreement by the holders of a majority receipt of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting Seller Required Regulatory Approvals (as defined in Section 7.01), 5.3) and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have been duly executed and delivered by Company and, assuming the due authorization, execution and delivery by the other parties hereto and theretoBuyer Required Regulatory Approvals, constitute legal, valid and binding obligations agreements of Companythe Seller, enforceable against Company the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or other similar law affecting the enforceability of creditors' rights generally and to general equity principles (the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity"Bankruptcy and Equity Exception").

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyexcept that consummation of the Merger shall require the requisite approval of the Company's stockholders as contemplated herein. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Merger (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), Shares and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL)) and the other transactions contemplated hereby. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Subsidiary, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or reorganization, moratorium and other similar law affecting the enforceability of laws and equitable principles relating to or limiting creditors' rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The Except as set forth in Section 3.04(a) of the Company Disclosure Schedule, the execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval adoption of this Agreement by the holders affirmative vote of a majority of the combined voting power of the outstanding shares of Company Common Stock Shares entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), thereon and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLDelaware Law). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any except that such enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization reorganization, fraudulent conveyance, moratorium or other similar law Laws affecting the enforceability or relating to enforcement of creditors' rights generally and to the effect of general principles of equity which may limit the availability (regardless of remedies (whether enforcement is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary the requisite corporate power power, authority and authority capacity to execute and deliver enter into this Agreement and (subject to obtaining the Option Agreement, approval of the Shareholders of the Arrangement Resolution and the Final Order as contemplated in Section 2.2 and the approvals in Schedule C) to perform its obligations hereunder and thereunder and to consummate complete the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the Option Agreement completion by Company and the consummation by Company of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, the Board of Directors and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by it of this Agreement or, subject to obtaining the approval of the Shareholders of the Arrangement Resolution and the Option Agreement or to consummate Final Order as contemplated in Section 2.2, the completion by the Company of the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)hereby. This Agreement and the Option Agreement have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization reorganization, fraudulent transfer, moratorium and other Laws relating to limitations of actions or other similar law affecting the enforceability availability of equitable remedies and the enforcement of creditors' ’ rights generally and to the effect of general principles of equity which and public policy and to the qualification that equitable remedies such as specific performance and injunction may limit be granted only in the availability discretion of remedies (whether in a proceeding at law or in equity)court of competent jurisdiction.

Authority Relative to this Agreement. The Company has all necessary full corporate power and authority to execute execute, deliver and deliver perform this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. This Agreement has been duly and thereby. The execution validly adopted by the Board, and the execution, delivery and performance of this Agreement and the Option Agreement by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionthe Board and, and except for the approval of the Merger by the holders of at least two-thirds of the outstanding Shares in accordance with the BCL, no other corporate proceedings actions on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other thanhereby, with respect including the acquisition of Shares pursuant to the Offer and the Merger, . The Company has taken all actions necessary to render Section 912 of the approval of this Agreement BCL to be inapplicable to such transactions and the transactions contemplated by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Shareholder Tender Agreements. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretothe Purchaser, constitute legal, constitutes a valid and binding obligations agreement of the Company, enforceable against the Company in accordance with their its terms, subject except to the effect of any extent that enforceability may be limited by applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally as at the time in effect and to the effect of by general principles of equity which may limit the availability equity, regardless of remedies (whether such enforceability is considered in a proceeding in equity or at law or in equity)law.

Authority Relative to this Agreement. The Company has all necessary full corporate power and authority to execute and deliver enter into this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder (subject to, in the case of consummation of the Merger, obtaining the Company Stockholders' Approval) and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary corporate action, the Board of Directors of the Company; the Board of Directors of the Company has recommended adoption and approval of this Agreement by the stockholders of the Company and directed that this Agreement be submitted to the stockholders of the Company for their consideration; and no other corporate proceedings on the part of the Company or its stockholders are necessary to authorize this Agreement the execution, delivery and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval performance of this Agreement by the holders of a majority Company and the consummation by the Company of the outstanding shares of Company Common Stock entitled to vote with respect thereto at transactions contemplated hereby, other than obtaining the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Approval. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their termsits terms (subject to, subject to in the effect case of any applicable consummation of the Merger, obtaining the Company Stockholders' Approval), except as enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect by general equitable principles (regardless of general principles of equity which may limit the availability of remedies (whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions, subject, with respect to the Merger, to the approval and therebyadoption of this Agreement and the Merger by holders of a majority of the outstanding Shares in accordance with Delaware Law. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, than (x) with respect to the Merger, the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock entitled Shares if and to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01)extent required by applicable law, and (y) the filing and recordation of the Certificate of Merger as required by the DGCLDelaware Law). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute legal, valid legal and binding obligations of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization moratorium or other similar law affecting the enforceability of laws relating to creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate requisite limited liability company power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder in accordance with and thereunder upon the terms and conditions set forth herein, subject to consummate the transactions contemplated hereby approval and therebyadoption of this Agreement, the Suntuity Merger and the Transactions by the Company Members. The Key Company Member owns a sufficient number of Company Interests to approve and adopt this Agreement, the Suntuity Merger and the Transactions by Member Approval in accordance with the Company LLC Agreement and the RULLCA. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by all necessary corporate actionthe Company Management Committee and, and subject to obtaining the Member Approval, no other corporate proceedings on the part of the Company or its members are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Transactions. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and theretoAcquiror Group, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms; provided, subject to that the effect of any applicable enforceability hereof may be limited by bankruptcy, moratorium, insolvency, reorganization fraudulent transfer, reorganization, moratorium and similar Laws relating to or other similar law affecting the enforceability of creditors' ’ rights generally and to the effect of by general principles of equity which may limit affecting the availability of specific performance and other equitable remedies (whether in a proceeding at law or in equitythe “Enforceability Exceptions”).

Authority Relative to this Agreement. Company The Purchaser has all necessary the requisite corporate power power, authority and authority capacity to execute and deliver enter into this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate complete the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement Agreement, the performance by the Purchaser of its obligations hereunder and the Option Agreement completion by Company and the consummation by Company Purchaser of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, the Purchaser Board and no other corporate proceedings on the part of Company the Purchaser are necessary to authorize the execution and delivery by it of this Agreement and Agreement, the Option Agreement performance by the Purchaser of its obligations hereunder, the completion of the Arrangement or to consummate the completion by the Purchaser of the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)hereby. This Agreement and the Option Agreement have has been duly executed and delivered by Company and, assuming the due authorization, execution Purchaser and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of Company, the Purchaser enforceable against Company the Purchaser in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization reorganization, fraudulent transfer, moratorium and other Laws relating to or other similar law affecting the enforceability availability of equitable remedies and the enforcement of creditors' rights generally and to the effect of general principles of equity which and public policy and to the qualification that equitable remedies such as specific performance and injunction may limit be granted only in the availability discretion of remedies (whether in a proceeding at law or in equity)court of competent jurisdiction.

Authority Relative to this Agreement. The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and and, subject to obtaining the Option AgreementCompany Shareholders' Approval (as defined in Section 7.03), if required by law, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary corporate actionthe Board of Directors of the Company; the Board of Directors of the Company has recommended that the shareholders of the Company accept the Offer, tender their shares pursuant to the Offer and vote to adopt this Agreement; and no other corporate proceedings on the part of the Company or its shareholders are necessary to authorize this Agreement the execution, delivery and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval performance of this Agreement by the holders of a majority Company and the consummation by the Company of the outstanding shares of Company Common Stock entitled to vote with respect thereto at transactions contemplated hereby, other than obtaining the Company StockholdersShareholders' Meeting (as defined in Section 7.01)Approval, and the filing and recordation of the Certificate of Merger as if required by the DGCL)law. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect by general equitable principles (regardless of general principles of equity which may limit the availability of remedies (whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions so contemplated hereby and thereby (other than, with respect to the Merger, than the approval of the Merger and this Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock and Company Preferred Stock (voting on an as-converted basis) entitled to vote in accordance with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01)DGCL and the Company's Certificate of Incorporation and By-Laws, and the filing and recordation of the Certificate of Merger as required by the pursuant to DGCL). The Board of Directors of the Company has determined that it is advisable and in the best interest of the Company's shareholders for the Company to enter into, and to consummate the transactions contemplated by, this Agreement upon the terms and subject to the conditions of this Agreement. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto GT and theretoMerger Sub, constitute as applicable, constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, except that such enforceability may be subject to the effect of any applicable (i) bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability or relating to enforcement of creditors' rights generally and to the effect of (ii) general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. Company Seller has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Option Agreementother Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyAcquisition. The execution execution, delivery and delivery performance of this Agreement and the Option Agreement other Transaction Documents by Company Seller and the consummation by Company Seller of the transactions contemplated hereby and thereby Acquisition have been duly and validly authorized by all necessary corporate actionaction of Seller, and no other corporate proceedings action on the part of Company are Seller is necessary to authorize this Agreement and the Option Agreement other Transaction Documents or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Acquisition. This Agreement and the Option Agreement other Transaction Documents have been duly executed and delivered by Company Seller and, assuming the due authorization, execution and delivery by the other parties hereto and theretoParties hereto, constitute each such agreement constitutes a legal, valid and binding obligations obligation of CompanySeller, enforceable against Company Seller in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' ’ rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law Law or in equity) (collectively, the “Bankruptcy Exception”).

Authority Relative to this Agreement. The Board of Directors of the ------------------------------------ Company has all necessary declared the Merger advisable and the Company has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this This Agreement and the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, than the approval of this Agreement the Merger by the holders of a majority stockholders of the outstanding shares of Company Common Stock entitled to vote in accordance with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, valid and binding obligations agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with their its terms, subject subject, as to the effect of any applicable enforceability, to bankruptcy, moratorium, insolvency, reorganization and other laws of general applicability relating to or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary the requisite corporate power power, authority and authority capacity to execute and deliver enter into this Agreement and (subject to obtaining the Option Agreementapproval of the Exeter Shareholders of the Arrangement Resolution, the Interim Order and the Final Order as contemplated in Section 2.2) to perform its obligations hereunder and thereunder and to consummate complete the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the Option Agreement completion by Company and the consummation by Company of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, the Exeter Board and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by it of this Agreement or the completion by the Company of the Arrangement or, subject to obtaining the approval of the Exeter Shareholders of the Arrangement Resolution, the Interim Order and the Option Agreement or to consummate Final Order as contemplated in Section 2.2, the completion by the Company of the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)hereby. This Agreement and the Option Agreement have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization reorganization, fraudulent transfer, moratorium and other Laws relating to or other similar law affecting the enforceability availability of equitable remedies and the enforcement of creditors' ’ rights generally and to the effect of general principles of equity which and public policy and to the qualification that equitable remedies such as specific performance and injunction may limit be granted only in the availability discretion of remedies (whether in a proceeding at law or in equity)court of competent jurisdiction.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement to be consummated by the Company or the Surviving Corporation (the “Other Transactions”). The execution execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby Merger and thereby the Other Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Merger or such Other Transactions (other than, with respect to than the Merger, the approval adoption of this Agreement by the affirmative vote of the holders of a majority two-thirds of the then-outstanding shares of Company Common Stock entitled to vote with respect thereto at thereon (the “Company Stockholders' Meeting (as defined in Section 7.01), Shareholder Approval”) and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLMBCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriuminsolvency (including all Laws relating to fraudulent transfers), insolvencyreorganization, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Option AgreementCompany Shareholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect to the Merger, the approval of this Agreement by and the holders of a majority Transactions, including the Merger, obtaining the Company Shareholder Approval and filing of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate Cayman Plan of Merger and related documents as required by the DGCLCayman Companies Law). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriuminsolvency (including all Laws relating to fraudulent transfers), insolvencyreorganization, reorganization moratorium and similar Laws of general applicability relating to or other similar law affecting the enforceability of creditors' ’ rights generally and to the effect of general principles of equity which may limit the availability equity, regardless of remedies (whether considered in a proceeding at law or in equity)equity (the ”Bankruptcy and Equity Exception”) and may be limited to the extent that a provision in this Agreement and any document entered into by the Company in connection with this Agreement which purports to restrict the statutory powers of the Company may be unenforceable.

Authority Relative to this Agreement. Company Each of the Parent and the Purchaser has all necessary the requisite corporate power or limited liability company power, authority and authority capacity to execute enter into and deliver perform its obligations under this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate complete the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreement completion by Company the Parent and the consummation by Company Purchaser of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, or limited liability company action of the Parent and the Purchaser and no other corporate proceedings on the part of Company the Parent or the Purchaser, as the case may be, are necessary to authorize the execution and delivery by it of this Agreement or the Arrangement or the completion by the Parent and the Option Agreement or to consummate Purchaser of the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)hereby. This Agreement and the Option Agreement have has been duly executed and delivered by Company and, assuming each of the due authorization, execution Parent and delivery by the other parties hereto Purchaser and thereto, constitute constitutes the legal, valid and binding obligations obligation of Company, the Parent and the Purchaser enforceable against Company each of them in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization reorganization, fraudulent transfer, moratorium and other Laws relating to limitations of actions or other similar law affecting the enforceability availability of equitable remedies and the enforcement of creditors' ’ rights generally and to the effect of general principles of equity which and public policy and to the qualification that equitable remedies such as specific performance and injunction may limit be granted only in the availability discretion of remedies (whether in a proceeding at law or in equity)court of competent jurisdiction.

Authority Relative to this Agreement. The Company has all necessary corporate limited liability company power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and and, subject to receiving the Company Member Approval, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate limited liability company action, and no other corporate limited liability company proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect to the Merger, the approval of this Agreement by Company Member Approval, which the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01)Written Consent shall satisfy, and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLLLC Act). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Buyer and theretoNewco, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any except as limited by applicable bankruptcy, moratorium, insolvency, reorganization or reorganization, moratorium and other similar law Laws of general application affecting the enforceability enforcement of creditors' ’ rights generally generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions. To the knowledge of the Company, no other state takeover Law is applicable to the effect of general principles of equity which may limit Merger or the availability of remedies (whether in a proceeding at law or in equity)other Transactions.

Authority Relative to this Agreement. The Company has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each other Transaction Agreement that the Company has executed or delivered or is to execute and or deliver pursuant to this Agreement and the Option Agreement, to perform its and (ii) carry out the Company’s obligations hereunder and thereunder and and, to consummate the Transactions (including the Merger) and the transactions contemplated hereby and therebyby the other Transaction Agreements. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Transactions (including the Merger) and the transactions contemplated hereby and thereby by the other Transaction Agreements have been duly and validly authorized by all necessary corporate actionaction on the part of the Company (including the approval by its board of directors and its shareholders as required by the Cayman Companies Act), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Transactions and the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of other Transaction Agreements, other than the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)NewCo Shareholder Approval. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretoParties hereto, constitute legal, valid constitutes the legal and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' ’ rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions (subject, in the case of the consummation of the Merger, to the receipt of the Company Shareholder Approval to the extent required by the MBCA). The execution execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other thansubject, with respect to in the case of the consummation of the Merger, to the approval receipt of this Agreement the Company Shareholder Approval to the extent required by the holders MBCA and filing with the Secretary of a majority State of the outstanding shares State of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation Minnesota of the Certificate Articles of Merger as required by the DGCLMBCA). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoPurchaser, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriuminsolvency (including all Laws relating to fraudulent transfers), insolvencyreorganization, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject to the effect of general principles of equity which may limit the availability (regardless of remedies (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution and delivery of this Agreement and by the Option Agreement by Company Company, the Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and Agreement, the Option Agreement Transaction Documents or to consummate the transactions contemplated hereby and thereby (other thanContemplated Transactions, with respect to the Mergerincluding, if necessary, the approval of this Agreement by all Shareholders in accordance with the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), Governing Corporate Law and the filing and recordation of the Company’s Certificate of Merger Incorporation and Bylaws, as required by amended to date. The Board has unanimously approved this Agreement and the DGCL)Contemplated Transactions and declared their advisability. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorizationwhen duly authorized, execution executed and delivery by the delivered to all other parties hereto and theretohereto, will constitute a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to except as enforceability against the effect of any Company may be limited by applicable bankruptcy, moratorium, insolvency, reorganization reorganization, fraudulent conveyance or other transfer, moratorium or similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of by general principles of equity which may limit the availability relating to enforceability (regardless of remedies (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to receiving the Option AgreementRequisite Company Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, (a) with respect to the Merger, the approval of this Agreement by Requisite Company Stockholder Approval, which the holders of a majority Written Consent shall satisfy, and (b) the filing of the outstanding shares Merger Certificates with the Secretary of Company Common Stock entitled to vote State of the State of Delaware in accordance with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), DGCL and the filing and recordation Laws of the Certificate State of Merger as required by the DGCLDelaware). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Subs, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any except as limited by applicable bankruptcy, moratorium, insolvency, reorganization or reorganization, moratorium and other similar law laws of general application affecting the enforceability enforcement of creditors' ’ rights generally and generally, by general equitable principles (the “Remedies Exceptions”). Section 203 of the DGCL does not apply to the effect Company. To the knowledge of general principles of equity which may limit the availability of remedies (whether in a proceeding at law Company, no other state takeover statute is applicable to the Merger or in equity)the other Transactions.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and and, subject to receiving the Requisite Company Shareholder Approval, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have Transactions has been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are is necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect to the MergerMergers, the approval of this Agreement by the holders of a majority of the outstanding shares of Requisite Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), Shareholder Approval and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLCompanies Act). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto SPAC, Holdings and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any except as limited by applicable bankruptcy, moratorium, insolvency, reorganization or reorganization, moratorium and other similar law laws of general application affecting the enforceability enforcement of creditors' ’ rights generally generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in the Companies Act shall not apply to the effect Mergers, this Agreement, any Ancillary Agreement or any of general principles the other Transactions. To the knowledge of equity which may limit the availability of remedies (whether in a proceeding at law Company, no other state takeover statute is applicable to the Mergers or in equity)the other Transactions.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option AgreementTransaction Documents to which it is a party, to perform its obligations hereunder and thereunder and and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect to the Merger, the approval of this Agreement by Company Stockholder Approval, which the holders of a majority of the outstanding shares of Company Common Stock entitled to vote Written Consent shall satisfy, and, with respect thereto at to the Company Stockholders' Meeting (as defined in Section 7.01)Merger only, and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLFBCA). This Agreement and each other Transaction Document to which the Option Agreement have Company is a party and has executed has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by IAC and Merger Sub and the other parties hereto and thereto, constitute as applicable, constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any except as limited by applicable bankruptcy, moratorium, insolvency, reorganization or reorganization, moratorium and other similar law Laws of general application affecting the enforceability enforcement of creditors' ’ rights generally and by general equitable principles (the “Remedies Exceptions”). No state takeover Law or similar restrictions are applicable to the effect of general principles of equity which may limit Merger or the availability of remedies (whether in a proceeding at law or in equity)other Transactions.

Authority Relative to this Agreement. Company (a) The Seller has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Option Agreementnecessary approvals of their respective shareholders, to perform its obligations hereunder and thereunder and to consummate the Acquisition and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and by the Option Agreement by Company Seller and the consummation by Company the Seller of the Acquisition and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Company the Seller are necessary to authorize this Agreement and the Option Agreement or to consummate the Acquisition and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, than the approval and adoption of this Agreement and the Acquisition by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (Stockholders as defined described in Section 7.01), 3.16 hereof and the filing and recordation of the Certificate of Merger as required by the DGCLfilings described in Section 3.06(b)). This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company the Seller and, assuming the due authorization, execution and delivery by Buyer and the other parties hereto and theretoStockholders’ Representative, constitute constitutes a legal, valid and binding obligations obligation of Companythe Seller, enforceable against Company the Seller in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions so contemplated hereby and thereby (other than, than the Requisite Approvals as hereinafter defined). The Board of Directors of the Company has determined that it is advisable and in the best interest of the Company's stockholders for the Company to enter into a business combination with respect Parent upon the terms and subject to the Mergerconditions of this Agreement, and has unanimously recommended that the Company's stockholders approve and adopt this Agreement, the approval of this Agreement by Merger and the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting Conversion (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCLhereinafter defined). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute as applicable, constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their termsits terms subject, subject as to the effect of any applicable enforcement, to bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws of general applicability relating to or affecting the enforceability of creditors' rights generally rights, and to the effect of general principles of equity which may limit the availability of remedies (whether such proceeding is in a proceeding at law equity or in equity)law.

Authority Relative to this Agreement. Company The Purchaser has all necessary the requisite corporate power power, authority and authority capacity to execute and deliver enter into this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate complete the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement Agreement, the performance by the Purchaser of its obligations hereunder and the Option Agreement completion by Company and the consummation by Company Purchaser of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, the Purchaser Board and no other corporate proceedings on the part of Company the Purchaser are necessary to authorize the execution and delivery by it of this Agreement and or the Option Agreement performance by the Purchaser of its obligations hereunder or to consummate the completion of the Arrangement or the completion by the Purchaser of the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)hereby. This Agreement and the Option Agreement have has been duly executed and delivered by Company and, assuming the due authorization, execution Purchaser and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of Company, the Purchaser enforceable against Company the Purchaser in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization reorganization, fraudulent transfer, moratorium and other Laws relating to or other similar law affecting the enforceability availability of equitable remedies and the enforcement of creditors' ’ rights generally and to the effect of general principles of equity which and public policy and to the qualification that equitable remedies such as specific performance and injunction may limit be granted only in the availability discretion of remedies (whether in a proceeding at law or in equity)court of competent jurisdiction.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (Transactions, other than, than with respect to the Mergerwaiver of any rights triggered by this Agreement or the Transactions (as identified on Section 3.04 of the Company Disclosure Schedule), and the approval of this Agreement and/or the Transactions by the holders of a majority Shares in accordance with the FBCA, the Company’s Articles of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01)Incorporation and Bylaws, and the filing and recordation of the Certificate of Merger as required by the DGCLShareholder Agreements (collectively, “Shareholder Approval”). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriuminsolvency (including all laws relating to fraudulent transfers), insolvencyreorganization, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary the requisite corporate power power, authority and authority capacity to execute and deliver enter into this Agreement and (subject to obtaining the Option Agreementapproval of the Shareholders of the Arrangement Resolution and the Final Order as contemplated in Section 2.2, to perform its obligations hereunder and thereunder and to consummate complete the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the Option Agreement completion by Company and the consummation by Company of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, the Board of Directors and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by it of this Agreement or, subject to obtaining the approval of the Shareholders of the Arrangement Resolution and the Option Agreement or to consummate Final Order as contemplated in Section 2.2, the completion by the Company of the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)hereby. This Agreement and the Option Agreement have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization reorganization, fraudulent transfer, moratorium and other Laws relating to limitations of actions or other similar law affecting the enforceability availability of equitable remedies and the enforcement of creditors' ’ rights generally and to the effect of general principles of equity which and public policy and to the qualification that equitable remedies such as specific performance and injunction may limit be granted only in the availability discretion of remedies (whether in a proceeding at law or in equity)court of competent jurisdiction.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Option Agreementnecessary approvals of the Company Stockholders, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, than the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (Stockholders as defined described in Section 7.01), 3.16 hereof and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLDGCL and the filings described in Section 3.06(b)). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionconsummate, and no other corporate proceedings on the part of Company are necessary terms and subject to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby conditions hereof (other thanincluding, without limitation, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares Shares in accordance with Nevada Law), the Transactions. The execution and delivery of this Agreement by the Company Common Stock entitled and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to vote authorize this Agreement or to consummate the Transactions (other than (x) with respect thereto at to the Company Stockholders' Meeting (as defined Merger, the approval of this Agreement by holders of a majority of the outstanding Shares in Section 7.01)accordance with Nevada Law, and (y) the filing and recordation of the Certificate Articles of Merger as required by the DGCLNevada Law). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute legal, valid legal and binding obligations of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, insolvency, moratorium, insolvency, reorganization or other and similar law laws affecting the enforceability of creditors' ’ rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. The Company has all necessary requisite corporate or similar power and authority to execute and deliver this Agreement and the Option AgreementTransaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution and delivery of this Agreement and the Option Agreement by Company Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation by Company of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and validly authorized by all necessary required corporate actionor other action on the part of the Company, and no other corporate or other proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement Transaction Documents to which it is a party or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Contemplated Transactions. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorizationthis Agreement has been duly authorized, execution executed and delivery delivered by the other parties hereto and thereto, constitute this Agreement constitutes a legal, valid and binding obligations obligation of the Company, enforceable against Company it in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the limitations imposed by general equitable principles (regardless whether such enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. Company has all necessary ------------------------------------ corporate power and authority to execute and deliver this Agreement and subject to obtaining the Option Agreementapproval of the stockholders of Company of the Merger and the transactions contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of Company, and no other corporate proceedings on the part of Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions so contemplated hereby and thereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote Company's stockholders in accordance with respect thereto at Delaware Law and the Company Stockholders' Meeting (as defined in Section 7.01), Charter Documents and the filing and recordation of the Certificate of Merger as required by the DGCLDelaware Law). This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company and, assuming the due authorization, execution and delivery by the other parties hereto Acquiror, Genesis Delaware and theretoMerger Sub, constitute legal, valid legal and binding obligations of Company, enforceable against Company in accordance with their respective terms, subject to except as the effect of any applicable enforcement thereof may be limited by bankruptcy, moratoriuminsolvency (including, insolvencywithout limitation, reorganization all laws relating to fraudulent transfers), reorganization, moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally and except as enforcement thereof is subject to the effect of general principles of equity which may limit the availability (regardless of remedies (whether enforcement is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. The Company has all necessary the corporate power and authority to execute and deliver enter into this Agreement and the Option Agreement, to perform carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by Company it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionthe Board of Directors, the Board of Directors has requested that stockholders of the Company holding a majority of voting shares entitled to vote on the Merger execute and deliver a written consent to this Agreement and the Merger immediately following the execution and delivery hereof, and, assuming that such written consent is executed and delivered, no other corporate action or proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)hereby. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, constitutes a valid and binding obligations agreement of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law affecting the enforceability of laws now or hereafter in effect relating to creditors' rights generally and or to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby herein (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), Shares and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLGeorgia Code). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and theretoBuyer, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law laws affecting the enforceability of creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit (regardless of whether such enforceability is considered in proceedings in equity or at law). The only action required to be taken by the availability stockholders of remedies (whether the Company in order to consummate the Merger is the adoption of this agreement by the affirmative vote of a proceeding at law or in equity)majority of the outstanding shares of Common Stock entitled to vote thereon.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option AgreementEscrow Agreement (as defined in Section 8.01(c)), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Escrow Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and or the Option Escrow Agreement or to consummate the transactions contemplated hereby and or thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and than the filing and recordation of the Certificate of Merger as required by the DGCLDelaware Code). This Agreement has been, and the Option Escrow Agreement have been will be, duly and validly executed and delivered by Company andthe Company. This Agreement constitutes, and the Escrow Agreement will constitute, assuming the due authorization, execution and delivery by the other parties hereto and theretohereto, constitute the legal, valid and binding obligations of the Company, enforceable against Company it in accordance with their respective terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of or by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to to: (i) execute and deliver this Agreement and each ancillary document that the Option Company is to execute or deliver pursuant to this Agreement, to perform its and (ii) carry out the Company’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebythereby (including the Merger). The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate actionaction on the part of the Company (including the approval by its board of directors), and subject to receipt of the Company Stockholder Approval (as defined in Section 5.1(b)). Other than the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby pursuant to the DGCL and thereby (other thanthe terms and conditions of this Agreement. The affirmative vote of Vantage to approve this Agreement, with respect to the Merger, and the approval of other transactions contemplated by this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled will be sufficient to vote with respect thereto at obtain the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Stockholder Approval. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretohereto, constitute legal, valid constitutes the legal and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar law laws affecting the enforceability enforcement of creditors' ’ rights generally and to the effect of by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary full corporate power and authority to (a) execute and deliver this Agreement and (b) assuming the Option Agreementapproval of the Merger by the Required Company Stockholder Vote on the Company Record Date at the Company Special Meeting or any adjournment or postponement of such meeting in accordance with Delaware Law and the Bylaws of the Company, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the Option Agreement by Company Agreement, and the consummation by Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement, have been duly and validly authorized by all necessary corporate actionthe required vote of the board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, the approval of this Agreement the Merger by the holders of a majority of Required Company Stockholder Vote on the outstanding shares of Company Common Stock entitled to vote with respect thereto Record Date at the Company Stockholders' Special Meeting (as defined or any adjournment or postponement of such meeting in Section 7.01), accordance with the Delaware Law and the Bylaws of the Company and the and the filing and recordation of the Certificate of Merger as required by with the DGCLSecretary of State of the State of Delaware). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Buyer and theretoMerger Sub, constitute legal, constitutes a valid and binding obligations agreement of the Company, enforceable against the Company in accordance with their its terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of or by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Option Agreementnecessary approvals of the Company Shareholders, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, than the approval and adoption of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (Shareholders as defined described in Section 7.01), 3.16 hereof and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLCCC). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution and delivery of this Agreement and by the Option Agreement by Company Company, the Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and Agreement, the Option Agreement Transaction Documents or to consummate the transactions contemplated hereby and thereby (Contemplated Transactions, other than, with respect to the Merger, than the approval of this Agreement by the all holders of a majority of Company Shares Outstanding in accordance with the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), Governing Corporate Law and the filing and recordation of the Company’s Certificate of Merger Incorporation and By-Laws, as required by amended to date (the DGCL“Requisite Company Vote”). The Board has unanimously approved this Agreement and the Contemplated Transactions and declared their advisability. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming subject to the due authorizationRequisite Company Vote, execution when duly authorized, executed and delivery by the delivered to all other parties hereto and theretohereto, will constitute a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to except as enforceability against the effect of any Company may be limited by applicable bankruptcy, moratorium, insolvency, reorganization reorganization, fraudulent conveyance or other transfer, moratorium or similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of by general principles of equity which may limit the availability relating to enforceability (regardless of remedies (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate requisite power and authority to execute and deliver this Agreement and each of the Option Agreement, other Transaction Agreements to which it is a party and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions (including the Merger), subject to receipt of the Company Stockholder Approval. The execution and delivery by the Company of this Agreement and the Option Agreement by Company other Transaction Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby Transactions (including the Merger) have been duly and validly authorized by all necessary corporate actionthe Company, and and, subject to receipt of the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Transactions. This Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01)has been, and the filing other Transaction Agreements to which it is a party shall be when delivered, duly and recordation of the Certificate of Merger as required by the DGCL). This Agreement and the Option Agreement have been duly validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties Parties hereto and thereto, this Agreement constitutes, and the other Transaction Agreements to which it is a party shall constitute legalwhen delivered, valid the legal and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the effect of any except insofar as enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws affecting the enforceability of creditors' ’ rights generally and to the effect of general or by principles of equity which may limit governing the availability of equitable remedies (whether in a proceeding at law or in equitythe “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option AgreementTransaction Documents to which it is a party, to perform its obligations hereunder and thereunder and and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect to the Merger, the approval of this Agreement by Company Class F Stock Conversion and the holders of a majority of Company Preferred Stock Conversion, the outstanding shares of Company Common Stock entitled to vote Stockholder Approval, which the Written Consent shall satisfy, and, with respect thereto at to the Company Stockholders' Meeting (as defined in Section 7.01)Merger only, and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and each other Transaction Document to which the Option Agreement have Company is a party and has executed has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by GCAC and Merger Sub and the other parties hereto and thereto, constitute as applicable, constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any except as limited by applicable bankruptcy, moratorium, insolvency, reorganization or reorganization, moratorium and other similar law Laws of general application affecting the enforceability enforcement of creditors' ’ rights generally and by general equitable principles (the “Remedies Exceptions”). No state takeover Law or similar restrictions are applicable to the effect of general principles of equity which may limit Merger or the availability of remedies (whether in a proceeding at law or in equity)other Transactions.

Authority Relative to this Agreement. The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its covenants and obligations hereunder. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (Agreement, other than, with respect to the Merger, than the approval of this Agreement and the transactions contemplated hereby, including the Merger, by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto voted at the Company Stockholders' Special Meeting (as defined in Section 7.01)or by Written Consent, and the filing and recordation including by a majority of each class of shares of capital stock of the Certificate of Merger as required by Company (the DGCL“Company Stockholder Approval”). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto each of Parent and theretoMerger Sub, constitute legal, constitutes a valid and binding obligations agreement of the Company, enforceable against the Company in accordance with their its terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws affecting the enforceability of creditors' ’ rights generally and to the effect of generally, by general equitable principles or by principles of good faith and fair dealing, regardless of whether enforcement is sought in equity which may limit the availability of remedies (whether in a proceeding or at law or in equity)law.

Authority Relative to this Agreement. The Company has all necessary the requisite corporate power power, authority and authority capacity to execute and deliver enter into this Agreement and (subject to obtaining the Option Agreementapproval of the Company Shareholders and the Company Series D Shareholders, voting as a single class, of the Arrangement Resolution, the Interim Order and the Final Order as contemplated in Section 2.2) to perform its obligations hereunder and thereunder and to consummate complete the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement Agreement, the performance by the Company of its obligations hereunder and the Option Agreement completion by Company and the consummation by Company of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate actionthe Company Board, subject to obtaining the approval of the Arrangement Resolution by the Company Shareholders and the Company Series D Shareholders, voting as a single class, the Interim Order and the Final Order as contemplated in Section 2.2, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by it of this Agreement and Agreement, the Option Agreement performance by the Company of its obligations hereunder, or to consummate the completion of the Arrangement or, the completion by the Company of the transactions contemplated hereby and thereby (hereby, other than, with respect to the MergerCircular and other matters relating thereto, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Board. This Agreement and the Option Agreement have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization reorganization, fraudulent transfer, moratorium and other Laws relating to or other similar law affecting the enforceability availability of equitable remedies and the enforcement of creditors' ’ rights generally and to the effect of general principles of equity which and public policy and to the qualification that equitable remedies such as specific performance and injunction may limit be granted only in the availability discretion of remedies (whether in a proceeding at law or in equity)court of competent jurisdiction.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement to be consummated by the Company or the Surviving Corporation (the "Other Transactions"). The execution execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby Merger and thereby the Other Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Merger or such Other Transactions (other than, with respect to than the Merger, the approval adoption of this Agreement by the affirmative vote of the holders of a majority two-thirds of the then-outstanding shares of Company Common Stock entitled to vote with respect thereto at thereon (the "Company Stockholders' Meeting (as defined in Section 7.01), Shareholder Approval") and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLMBCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriuminsolvency (including all Laws relating to fraudulent transfers), insolvencyreorganization, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' rights generally and subject to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. Company The Purchaser has all necessary the requisite corporate power power, authority and authority capacity to execute and deliver enter into this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate complete the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement Agreement, the performance by the Purchaser of its obligations hereunder and the Option Agreement completion by Company and the consummation by Company Purchaser of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, the Purchaser Board and no other corporate proceedings on the part of Company the Purchaser are necessary to authorize the execution and delivery by it of this Agreement and or, the Option Agreement performance by the Purchaser of its obligations hereunder or to consummate the completion of the Arrangement or the completion by the Purchaser of the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)hereby. This Agreement and the Option Agreement have has been duly executed and delivered by Company and, assuming the due authorization, execution Purchaser and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of Company, the Purchaser enforceable against Company the Purchaser in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization reorganization, fraudulent transfer, moratorium and other Laws relating to or other similar law affecting the enforceability availability of equitable remedies and the enforcement of creditors' ’ rights generally and to the effect of general principles of equity which and public policy and to the qualification that equitable remedies such as specific performance and injunction may limit be granted only in the availability discretion of remedies (whether in a proceeding at law or in equity)court of competent jurisdiction.

Authority Relative to this Agreement. Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, other agreements contemplated hereby (the “Company Ancillary Agreements”) and to perform its obligations hereunder and thereunder and, subject to adoption of this Agreement by the stockholders of Company in accordance with the TBCA and the Company Charter Documents, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement Company Ancillary Agreements by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, action on the part of Company and no other corporate proceedings on the part of Company are necessary to authorize this Agreement and Agreement, the Option Agreement Company Ancillary Agreements or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)thereby. This Agreement and the Option Agreement Company Ancillary Agreements have been duly and validly executed and delivered by Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute legal, valid the legal and binding obligations obligation of Company, enforceable against Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws of general application affecting the enforceability enforcement of creditors' ’ rights generally and to the effect exercise by courts of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity)equitable powers.

Authority Relative to this Agreement. The Company has all necessary corporate organizational power and authority to execute and deliver this Agreement and the Option Agreementany other Transaction Documents to which it is a party thereto, to perform its obligations hereunder and thereunder and and, subject to receiving the Requisite Nerdy Approval, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate organizational action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other thanthan the Requisite Nerdy Approval, with respect to which the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01)Written Consent shall satisfy, and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLDLLCA). The Supporting Equity Holders comprise the necessary number of the Company Holders and Blocker Holders to constitute Requisite Nerdy Approval. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Pace, the other parties hereto Blockers and theretoCompany Merger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any except as limited by applicable bankruptcy, moratorium, insolvency, reorganization or reorganization, moratorium and other similar law laws of general application affecting the enforceability enforcement of creditors' ’ rights generally and to generally, by general equitable principles (the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity“Remedies Exceptions”).

Authority Relative to this Agreement. The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and and, subject to the receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby and therebyTransactions. The execution execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect subject to the Merger, the approval of this Agreement by the holders of a majority receipt of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), Stockholder Approval and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriuminsolvency (including all Laws relating to fraudulent transfers), insolvencyreorganization, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject to the effect of general principles of equity which may limit the availability (regardless of remedies (whether considered in a proceeding at law Law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and and, subject to receiving the Requisite Company Stockholder Approval, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Transactions. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto SPAC and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any except as limited by applicable bankruptcy, moratorium, insolvency, reorganization or reorganization, moratorium and other similar law laws of general application affecting the enforceability enforcement of creditors' ’ rights generally generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the effect Merger Steps, this Agreement, any Ancillary Agreement or any of general principles of equity which may limit the availability of remedies (whether in a proceeding at law other Transactions. No other state takeover statute is applicable to the Merger Steps or in equity)the other Transactions.

Authority Relative to this Agreement. Company (a) ESCT has all necessary corporate power and authority to execute and deliver this Agreement and all of the Option Agreement, other agreements with respect to the Transactions and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and all of the Option Agreement by Company other agreements with respect to the Transactions in relation to which ESCT is contemplated as a party under this Agreement, and the consummation by Company ESCT of the transactions contemplated hereby and thereby Transactions, have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Company ESCT are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (Transactions, other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Merger Certificate with the Secretary of Merger as required by the DGCL)States of each of Nevada, Florida, and Delaware in accordance with this Agreement and applicable Law. This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company ESCT, and, assuming the due authorization, execution and delivery of this Agreement by FIND, inclusive of Merger-Sub, the other parties hereto FIND Principal Stockholders, and theretoTRC, constitute constitutes a legal, valid and binding obligations obligation of CompanyESCT, enforceable against Company ESCT in accordance with their its terms, subject to except as the effect of any enforceability thereof may be limited by (i) applicable bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law Laws affecting the enforceability of or relating to creditors' ’ rights generally generally, and to the effect of general principles of equity which may limit (ii) the availability of remedies (whether in a proceeding at law or in equity)injunctive relief and other equitable remedies.

Authority Relative to this Agreement. Company has all necessary corporate power and authority to execute and deliver this Agreement and subject to obtaining the Option Agreementapproval of the stockholders of Company of the Merger and the transactions contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of Company, and no other corporate proceedings on the part of Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions so contemplated hereby and thereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote Company's stockholders in accordance with respect thereto at Delaware Law and the Company Stockholders' Meeting (as defined in Section 7.01), Charter Documents and the filing and recordation of the Certificate of Merger as required by the DGCLDelaware Law). This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company and, assuming the due authorization, execution and delivery by the other parties hereto Acquiror, Genesis Delaware and theretoMerger Sub, constitute legal, valid legal and binding obligations of Company, enforceable against Company in accordance with their respective terms, subject to except as the effect of any applicable enforcement thereof may be limited by bankruptcy, moratoriuminsolvency (including, insolvencywithout limitation, reorganization all laws relating to fraudulent transfers), reorganization, moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally and except as enforcement thereof is subject to the effect of general principles of equity which may limit the availability (regardless of remedies (whether enforcement is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the Option Agreement, any agreement ancillary hereto and to perform carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution and delivery of this Agreement and by the Option Agreement by Company and and, subject to the Required Votes, the consummation by the Company of the transactions contemplated hereby by this Agreement and thereby any agreement ancillary hereto, have been duly and validly authorized by all necessary corporate actionthe Board, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by it of this Agreement or any agreement ancillary hereto and the Option Agreement or to consummate consummation by it of the transactions contemplated hereby and thereby (other thanthereby, with respect subject, in the case of consummation of the Arrangement, to the Mergerreceipt of the Required Votes, the approval of this Agreement by the holders of a majority Court and delivery of the outstanding shares Articles of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01)Arrangement, and the filing and recordation a certified copy of the Certificate of Merger Final Order and such other documents as required by may be required, to the DGCL)Director. This Agreement and the Option Agreement have has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or other similar law affecting the enforceability of creditors' ’ rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) Each Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder in accordance with and thereunder upon the terms and to consummate the transactions contemplated hereby and therebyconditions set forth herein. The execution and delivery of this Agreement and the Option Agreement by each Company and the consummation by each Company of the transactions contemplated hereby and thereby Transactions, to which each Company is a party, have been duly and validly authorized by all necessary corporate actionmembers of the Governing Board of each Company and, subject to (i) obtaining the approval from each Company’s Company Equityholders in accordance with each Company’s Organizational Documents and (ii) the filing and recordation of appropriate documents related to the Mergers as required by the DGCL, OGCL and/or the OLLCA, as applicable, no other corporate proceedings on the part of the Companies or their respective Company Equityholders are necessary to authorize the execution, delivery and performance of this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Transactions. This Agreement and the Option Agreement have has been duly and validly executed and delivered by Company each Company, Parentco, and each Merger Sub, and, assuming the due authorization, execution and delivery by the other parties hereto and theretoTastemaker, constitute constitutes a legal, valid and binding obligations obligation of each Company, Parentco, and each Merger Sub, enforceable against Company each Company, Parentco, and each Merger Sub in accordance with their its terms; provided, subject to that the effect of any applicable enforceability hereof may be limited by bankruptcy, moratorium, insolvency, reorganization fraudulent transfer, reorganization, moratorium and similar Laws relating to or other similar law affecting the enforceability of creditors' ’ rights generally and to the effect of by general principles of equity which may limit affecting the availability of specific performance and other equitable remedies (whether in a proceeding at law or in equitythe “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby by this Agreement to be consummated by the Company (the "Other Transactions"). Assuming the accuracy of Parent's representations and thereby. The execution warranties in Section 4.10, the execution, delivery and delivery performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby Merger and thereby the Other Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Merger or such Other Transactions (other than, with respect to than the Merger, the approval adoption of this Agreement by the affirmative vote of the holders of a majority of the then-outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), thereon and the filing and recordation of the Certificate of Merger as required by the DGCLMerger). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Co, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriuminsolvency (including all laws relating to fraudulent transfers), insolvencyreorganization, reorganization moratorium or other similar law laws affecting the enforceability of creditors' rights generally and subject to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to the approval of this Agreement and the Option Agreementtransactions contemplated hereby by the holders of the Common Shares, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action, the Board of Directors of the Company (the "Company Board") and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCLShares then outstanding). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by the other parties hereto Parent and theretoMerger Sub, constitute legal, constitutes a valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except that such enforceability (i) may be limited by bankruptcy, moratorium, insolvency, reorganization moratorium or other similar law affecting laws af- fecting or relating to the enforceability enforcement of creditors' rights generally and (ii) is subject to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions, subject, with respect to the Merger. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval Transactions. The affirmative vote of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled issued and outstanding on the record date set for the meeting of the Company’s stockholders to adopt this Agreement in accordance with applicable law is the only vote with respect thereto at of the holders of capital stock of the Company Stockholders' Meeting necessary to adopt this Agreement under applicable Legal Requirements and Company Charter Documents (as defined in Section 7.01the “Company Stockholder Approval”), and the filing Company Stockholder approval has been duly and recordation of the Certificate of Merger as required by the DGCL)validly obtained. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Cloudtech, constitutes the other parties hereto and thereto, constitute legal, valid legal and binding obligations obligation of the Company, enforceable against Company it in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization moratorium or other similar law affecting the enforceability of laws relating to creditors' ’ rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. Each Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Option Agreement by each Company and the consummation by each Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of either Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)so contemplated. This Agreement and the Option Agreement have has been duly and validly executed and delivered by each Company and each Holder and, assuming the due authorization, execution and delivery by Parent and Merger Sub, as applicable, constitutes the other parties hereto and thereto, constitute legal, valid and binding obligations obligation of Companyeach Company and each Holder, enforceable against Company each of the Companies and each Holder in accordance with their its terms, subject to except as the enforceability thereof may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, insolvency, reorganization fraudulent conveyance or other similar law laws now or hereafter in effect relating to or affecting the enforceability rights and remedies of creditors' rights generally creditors generally, and to (ii) the effect of general principles of equity which may limit the availability of remedies (equity, whether enforcement is considered in a proceeding in equity or at law or in equity)law, and the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. Assuming the representations and warranties in clause (a) of Section 5.05 are complete and correct, the Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions (including the Merger in accordance with Section 251(h) of the DGCL). Assuming the representations and thereby. The execution warranties in clause (a) of Section 5.05 are complete and correct, the execution, delivery and performance of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Transactions (other than, with respect subject to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriuminsolvency (including all Laws relating to fraudulent transfers), insolvencyreorganization, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' ’ rights generally and subject to the effect of general principles of equity which may limit the availability (regardless of remedies (whether considered in a proceeding at law Law or in equity).

Authority Relative to this Agreement. The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and all related agreements and, subject to obtaining the Option AgreementCompany Shareholders’ Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby all related agreements. The execution execution, delivery and delivery performance of this Agreement and all related agreements by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized approved by the Board of Directors of the Company; the Board of Directors of the Company has recommended adoption of this Agreement and all necessary corporate action, related agreements by the shareholders of the Company; and no other corporate proceedings on the part of the Company or its shareholders are necessary to authorize the execution, delivery and performance of this Agreement and all related agreements by the Option Agreement or to consummate Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at than obtaining the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Shareholders’ Approval. This Agreement and each related agreement executed by the Option Agreement have Company has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar law laws affecting the enforceability enforcement of creditors' ’ rights generally and to the effect by general equitable principles (regardless of general principles of equity which may limit the availability of remedies (whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (hereby, other than, with respect to than the Merger, the approval adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), Delaware Law and the filing and recordation of the Company's Certificate of Merger as required by Incorporation and By-Laws (the DGCL"Requisite Company Vote"). The Board and the Special Committee approved this Agreement and the transactions contemplated hereby and declared the advisability thereof. This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoAcquisition Sub, constitute as applicable, constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization fraudulent transfer, reorganization, moratorium and other laws relating to or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has ------------------------------------ all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Option Agreementnecessary approvals of the Company Stockholders, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (Stockholders as defined described in Section 7.01), 3.16 hereof and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law Laws affecting the enforceability of creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. Company Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreementother Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyAcquisition. The execution and delivery of this Agreement and the Option Agreement other Transaction Documents by Company Seller and the consummation by Company Seller of the transactions contemplated hereby and thereby Acquisition have been duly and validly authorized by all necessary corporate actionaction on the part of Seller, and no other corporate proceedings on the part of Company Seller are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger as required by the DGCL)Acquisition. This Agreement and the Option Agreement other Transaction Documents have been or will be duly executed and delivered by Company Seller and, assuming the due authorization, execution and delivery by the other parties hereto and theretoParties hereto, constitute each such agreement constitutes a legal, valid and binding obligations obligation of CompanySeller, enforceable against Company Seller in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law Law or in equity) (the "Bankruptcy Exception").. 3.4

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions so contemplated hereby and thereby (other than, with respect to than the Merger, the approval adoption of this Agreement by the holders of a majority at least two-thirds of the outstanding shares of Company Common Stock and the holders of at least two-thirds of the outstanding shares of Company Preferred Stock, each voting as a separate class, entitled to vote in accordance with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), MBCL and the filing Company's Articles of Organization and recordation of the Certificate of Merger as required by the DGCLby-laws). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute as applicable, constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject except to the effect of any extent that enforceability may be limited by applicable bankruptcy, moratoriumreorganization, insolvency, reorganization moratorium or other similar law laws affecting the enforceability enforcement of creditors' rights generally and to the effect of by general principles of equity which may limit the availability equity, regardless of remedies (whether such enforceability is considered in a proceeding at in law or in equity).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to the terms and conditions of this Agreement and the Option Agreementapproval of this Agreement by the holders of a majority of then outstanding shares of Company Common Stock, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (other than, with respect to the Merger, the approval of this Agreement the Company Proposal by the holders of a majority of the then outstanding shares of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the filing and recordation of the Certificate of Merger appropriate merger documents as required by Delaware Law and subject to the DGCLterms and conditions of this Agreement). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and theretoParent, constitute constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization fraudulent conveyance, reorganization, moratorium or other similar law affecting the enforceability of Laws now or hereafter in effect relating to creditors' rights generally and to the effect by general equitable principles (regardless of general principles of equity which may limit the availability of remedies (whether enforceability is considered in a proceeding in equity or at law or in equityLaw).

Authority Relative to this Agreement. Except as set forth in Section 2.05 of the Company Disclosure Schedule, the Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder subject to approval by the Company's shareholders of the Merger and satisfaction of the other conditions set forth herein, to consummate the transactions Merger contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Option Agreement by Company and the consummation by the Company of the transactions contemplated hereby and thereby Merger have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby Merger (other than, with respect to the Merger, than the approval and adoption of this Agreement by the holders of a majority affirmative vote of the outstanding shares shareholders of Company Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01)Company, and the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCLNew York Law). This Agreement and the Option Agreement have has been duly and validly executed and delivered by the Company and, subject to the foregoing and assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoSub, constitute constitutes a legal, valid and binding obligations obligation of Company, the Company enforceable against the Company in accordance with their its terms, subject as to the effect of any applicable enforceability to bankruptcy, moratorium, insolvency, reorganization or other reorganization, fraudulent conveyance and similar law affecting the enforceability of laws relating to creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).