Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. The Borrower has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and all ancillary agreements to which it is a party and to consummate the Transactions contemplated hereby and thereby. The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation of the Transactions contemplated hereby and thereby have been duly and validly authorized by all corporate and shareholder action, and no other corporate proceedings on the part of the Borrower are necessary to authorize this Agreement or to consummate the Transactions contemplated hereby and thereby. The Loan Documents have been duly and validly executed and delivered by the Borrower, and assuming that this Agreement constitutes a valid and binding agreement of the Lender, constitute valid and binding agreements of the Borrower, enforceable against the Borrower in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally or general principles of equity.

Authority Relative to this Agreement. The Borrower Company has full the requisite corporate power and authority to executeexecute and deliver, deliver and perform its obligations under under, this Agreement and all ancillary agreements and, subject to which it is a party and obtaining the necessary approval of its stockholders, to consummate the Transactions Merger and the other transactions contemplated hereby and therebyunder applicable law. The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation of the Transactions Merger and other transactions contemplated hereby and thereby have been duly and validly authorized by all corporate and shareholder action, the Board of Directors of the Company and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions Merger or other transactions contemplated hereby and thereby(other than approval by the Company's stockholders required by applicable law). The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery hereof by Parent and Merger Sub, constitutes a valid and binding agreement of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except to the extent that such its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' creditors rights generally or by general principles of equityequitable principles.

Authority Relative to this Agreement. The Borrower Company has full corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and all ancillary agreements to which it is a party hereunder and to consummate the Transactions transactions contemplated hereby and therebyhereby. The execution and delivery by the Company of this Agreement and all ancillary agreements to which it is a party the consummation by the Company of the transactions contemplated hereby, and the consummation performance by the Company of the Transactions contemplated hereby and thereby its obligations hereunder, have been duly and validly authorized by all corporate and shareholder actionnecessary action by the Board of Directors of the Company, and no other corporate proceedings action on the part of the Borrower are necessary Board of Directors of the Company is required to authorize the execution, delivery and performance of this Agreement or to consummate and the Transactions consummation by the Company of the transactions contemplated hereby and therebyhereby. The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding agreement obligation of the Lender, constitute valid and binding agreements of the Borrower, Company enforceable against the Borrower Company in accordance with its terms, except that such as the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting or Laws relating to the enforcement of creditors' ’ rights generally or and by general principles of equity.

Authority Relative to this Agreement. The Borrower Company has full all necessary corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and all ancillary agreements to which it is a party and hereunder and, to consummate the Transactions transactions contemplated hereby and thereby(including the Merger). The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of the Company (including the approval by its Board of Directors, subject in all cases to the satisfaction of the terms and shareholder actionconditions of this Agreement, including the conditions set forth in Article VII), and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby pursuant to the DGCL and therebythe terms and conditions of this Agreement, other than the giving of notice to the stockholders of the Company and the adoption of this Agreement and the approval of the Merger by the stockholders of the Company in accordance with the DGCL. The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery thereof by the other parties hereto, constitutes a valid the legal and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability as may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally or and by general principles of equity.

Authority Relative to this Agreement. (a) The Borrower Company has full the requisite corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and all ancillary agreements to which it is a party hereunder and to consummate the Transactions transactions contemplated hereby and therebyhereby. The execution Board of Directors has duly and delivery of validly approved this Agreement and all ancillary agreements to which it is a party the performance and consummation by the consummation Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all corporate and shareholder action, and no hereby. No other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby and thereby(other than, with respect to the Merger, the adoption of this Agreement by holders of a majority of the Shares to the extent required by applicable Laws). The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, and assuming that this Agreement constitutes a the valid and binding agreement of Parent and Newco, constitutes the valid and binding agreement of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability the enforcement hereof may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting Laws now or hereafter in effect relating to the enforcement of creditors' rights generally or and (ii) general principles of equity.equity (regardless of whether enforceability is considered in a proceeding in equity or at law);

Authority Relative to this Agreement. The Borrower Company has full the requisite corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and all ancillary agreements and, subject to which it is approval of this Agreement by the holders of a party and majority of the outstanding Shares in accordance with the DGCL, to consummate the Transactions transactions contemplated hereby and therebyhereby. The execution and delivery of this This Agreement and all ancillary agreements to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all corporate and shareholder action, the Board of Directors of the Company and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions 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 in accordance with the DGCL). The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, and assuming that this Agreement constitutes a the valid and binding agreement of Parent and Purchaser, constitutes the valid and binding agreement of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability the enforcement hereof may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to the enforcement of creditors' rights generally or and (ii) general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. The Borrower Company has full corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and all ancillary agreements to which it is a party and to consummate the Transactions Merger and the other transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation of the Transactions Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all corporate and shareholder action, the Board of Directors of the Company and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions contemplated hereby and thereby(other than, with respect to the Merger, the approval of a majority of the outstanding shares of Company Common Stock at the Special Meeting or any adjournment thereof as required by the Delaware Act). The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery hereof by Parent and Subco, constitutes a valid and binding agreement of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except to the extent that such its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally or by general principles of equityequitable principles.

Authority Relative to this Agreement. The Borrower Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Company has full corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and all ancillary agreements to which it is a party and to consummate the Transactions Merger and other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation of the Transactions Merger and other transactions contemplated hereby and thereby have been duly and validly authorized by all corporate and shareholder action, the Board of Directors of Company and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions Merger or other transactions contemplated hereby and therebyor thereby (other than, with respect to the Merger, the approval of Company's stockholders pursuant to Section 251(c) of the GCL). The Loan Documents have This Agreement has been duly and validly executed and delivered by Company and, assuming the Borrowerdue authorization, execution and assuming that this Agreement delivery hereof by Parent and Purchaser, constitutes a valid and binding agreement of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except to the extent that such its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally or by general principles of equityequitable or fiduciary principles.

Authority Relative to this Agreement. The Borrower Company has full all necessary corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and all ancillary agreements to which it is a party and hereunder and, to consummate the Transactions transactions contemplated hereby and thereby(including the Transaction). The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby (including the Transaction) have been duly and validly authorized by all necessary corporate and shareholder 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 Borrower Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby hereby, other than the approval of this Agreement and therebythe Transaction by a majority of the Company's stockholders. The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery thereof by the other parties hereto, constitutes a valid the legal and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability as may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' rights generally or and by general principles of equityequity and public policy.

Authority Relative to this Agreement. The Borrower Company has full all necessary corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and all ancillary agreements the Transaction Documents to which it is a party and to perform its obligations thereunder and to consummate the Transactions transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and all ancillary agreements to which it is a party the Transaction Documents by Company and the consummation by Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and shareholder actionaction on the part of Company, and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement the Transaction Documents or to consummate the Transactions transactions contemplated hereby and thereby. The Loan Sole Member of Company has approved the Transaction Documents and the transactions contemplated thereby and declared their advisability. The Transaction Documents to which Company is a party have been duly and validly executed and delivered by Company and, assuming the Borrowerdue authorization, execution and assuming that this Agreement constitutes delivery by Buyer, constitute a legal, valid and binding agreement obligation of the Lender, constitute valid and binding agreements of the Borrower, Company enforceable against the Borrower Company in accordance with its their terms, except that such as enforceability against Company may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally or and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The Borrower Company has full corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and all ancillary agreements to which it is a party and to consummate the Transactions Merger and other transactions expressly contemplated hereby and therebyhereby. The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation of the Transactions Merger and other transactions expressly contemplated hereby and thereby have been duly and validly authorized by all corporate and shareholder action, the Board of Directors of the Company and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions Merger or other transactions expressly contemplated hereby (other than as contemplated by this Agreement and therebythe approval of the principal terms of the Merger by the affirmative vote of a majority of the outstanding Company Shares entitled to vote pursuant to the CGCL (the "Requisite Company Vote")). The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery hereof by Parent, constitutes a valid and binding agreement of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except to the extent that such its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally or by general principles of equityequitable or fiduciary principles.

Authority Relative to this Agreement. The Borrower Company has full all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under hereunder and, subject to adoption of this Agreement by a majority of the issued and all ancillary agreements to which it is a party and outstanding shares of Company Common Stock (the "Company Stockholder Approval"), to consummate the Transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and all ancillary agreements to which it is a party 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 and shareholder action, action and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions contemplated hereby and therebyother than Company Stockholder Approval. The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery thereof by News Corp. and Merger Sub, constitutes a the legal, valid and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability as enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and by equitable principles to which the remedies of specific performance and injunctive and similar forms of relief are subject and except that rights to indemnity hereunder may be subject to federal or general principles of equitystate securities laws or the policies underlying such laws.

Authority Relative to this Agreement. The Borrower Company has full the requisite corporate power and authority to execute, deliver and perform its obligations under enter into this Agreement and all ancillary documents and agreements contemplated herein to which it is or will be a party and to consummate the Transactions contemplated hereby perform its obligations hereunder and therebythereunder. The execution and delivery of this Agreement and all ancillary agreements to which it is a party and by the consummation of the Transactions contemplated hereby and thereby have Company has been duly and validly authorized by all corporate and shareholder action, the Board of Directors and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate and the Transactions transactions contemplated hereby and therebyhereunder. The Loan Documents have This agreement has been duly and validly executed and delivered by the Borrower, Company and assuming that this Agreement constitutes a legal, valid and binding agreement obligation of the Lender, constitute valid and binding agreements of Company enforceable by the Borrower, enforceable Offeror against the Borrower Company in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating subject to the availability of equitable remedies and the enforcement of creditors' ’ rights generally or general principles generally. Except as disclosed in the Data Room Materials, the execution and delivery by the Company of equity.this Agreement and performance by it of its obligations hereunder and the transactions contemplated hereby, including, but not limited to, the making of the Offer by the Offeror, the taking up and payment for Shares deposited thereunder and any subsequent Second-Step Transaction carried out and consummated in accordance with the Applicable Laws, will not result in:

Authority Relative to this Agreement. The Borrower Company has full all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and all ancillary agreements to which it is a party hereunder and to consummate the Transactions transactions contemplated hereby and thereby(including the Transaction). The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby (including the Transaction) have been duly and validly authorized by all necessary corporate and shareholder actionaction on the part of Company (including the approval by its board of directors), and no other corporate proceedings on the part of the Borrower Company (including the approval of the Company’s stockholders) are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby and therebyhereby. The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery thereof by the Buyer, constitutes a valid the legal and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability as may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally or and by general principles of equityequity and public policy.

Authority Relative to this Agreement. The Borrower Company has full the requisite corporate power and authority to execute, deliver enter into this Agreement and the agreements and other documents to be entered into by it pursuant to this Agreement and to perform its obligations under pursuant to this Agreement and all ancillary pursuant to such agreements to which it is a party and to consummate the Transactions contemplated hereby and therebydocuments. The execution and delivery of this Agreement and all ancillary the agreements and other documents to which be entered into by it is a party under this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby by this Agreement and thereby by such other agreements and documents have been duly and validly authorized by all corporate and shareholder action, the Company Board and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or and the agreements and other documents to consummate be entered into by it pursuant to this Agreement other than the Transactions contemplated hereby and therebyRequisite Approval. The Loan Documents have This Agreement has been duly and validly executed and delivered by the Borrower, Company and assuming that this Agreement constitutes a valid and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable by Parent against the Borrower Company in accordance with its terms, except that such enforceability as the enforcement thereof may be limited by applicable bankruptcy, insolvency, moratorium or insolvency and other similar laws applicable Laws affecting or relating to the enforcement of creditors' ’ rights generally or general principles and subject to the qualification that equitable remedies may be granted only in the discretion of equitya court of competent jurisdiction.

Authority Relative to this Agreement. The Borrower Company has full all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and all ancillary agreements to which it is a party hereunder and to consummate the Transactions Merger and the other transactions contemplated hereby and therebyby this Agreement to be consummated by the Company (the “Other Transactions”). The execution execution, delivery and delivery performance of this Agreement and all ancillary agreements to which it is a party by the 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 and shareholder action, and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Merger or such Other Transactions contemplated hereby (other than the Stockholder Approval and therebythe filing of the Certificate of Merger). The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery by Parent and Merger Co, constitutes a legal, valid and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability may be limited by subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all Law relating to fraudulent transfers), reorganization, moratorium or other similar laws Law affecting or relating creditors’ rights generally and subject to the enforcement effect of creditors' rights generally or general principles of equity.

Authority Relative to this Agreement. The Borrower Company has full all necessary corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and all ancillary agreements to which it is a party and hereunder and, to consummate the Transactions transactions contemplated hereby and thereby(including the Transaction). The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby (including the Transaction) have been duly and validly authorized by all necessary corporate and shareholder 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 Borrower Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby hereby, other than the approval of this Agreement and therebythe Transaction by a majority of the Company’s stockholders. The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery thereof by the other parties hereto, constitutes a valid the legal and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability as may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally or and by general principles of equityequity and public policy.

Authority Relative to this Agreement. The Borrower Company has full the requisite corporate power and authority to execute, deliver enter into this Agreement and the agreements and other documents to be entered into by it pursuant to this Agreement and to perform its obligations under pursuant to this Agreement and all ancillary pursuant to such agreements to which it is a party and to consummate the Transactions contemplated hereby and therebydocuments. The execution and delivery of this Agreement and all ancillary the agreements and other documents to which be entered into by it is a party under this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby by this Agreement and thereby by such other agreements and documents have been duly and validly authorized by all corporate and shareholder action, the Company Board and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or and the agreements and other documents to consummate be entered into by it pursuant to this Agreement other than the Transactions contemplated hereby and therebyRequisite Approval. The Loan Documents have This Agreement has been duly and validly executed and delivered by the Borrower, Company and assuming that this Agreement constitutes a valid and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable by Parent against the Borrower Company in accordance with its terms, except that such enforceability as the enforcement thereof may be limited by applicable bankruptcy, insolvency, moratorium or insolvency and other similar laws applicable Laws affecting or relating to the enforcement of creditors' rights generally or general principles and subject to the qualification that equitable remedies may be granted only in the discretion of equitya court of competent jurisdiction.

Authority Relative to this Agreement. (a) The Borrower Company has full the requisite corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and all ancillary agreements and, except for the approval of this Agreement by the shareholders of the Company with respect to which it is a party and the Merger, to the extent required by applicable law, to consummate the Transactions transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all corporate and shareholder action, the Company Board and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated hereby and thereby(other than the approval of this Agreement by the shareholders of the Company with respect to the Merger, to the extent required by applicable law). The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany, and, assuming this Agreement constitutes a valid and assuming that binding obligation of each of Parent and the Purchaser, this Agreement constitutes a valid and binding agreement of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally or general principles of equity.

Authority Relative to this Agreement. The Borrower Company has full the requisite corporate power and authority to execute, deliver and perform its obligations under enter into this Agreement and all ancillary documents and agreements contemplated herein to which it is or will be a party and to consummate the Transactions contemplated hereby perform its obligations hereunder and therebythereunder. The execution and delivery of this Agreement and all ancillary agreements to which it is a party and by the consummation Company has been duly authorized by the board of directors of the Transactions contemplated hereby and thereby have been duly and validly authorized by all corporate and shareholder action, Company and no other corporate proceedings of the Company on the part of the Borrower Company or the Shareholders are necessary to authorize this Agreement or to consummate and the Transactions transactions contemplated hereby and therebyhereunder. The Loan Documents have This agreement has been duly and validly executed and delivered by the Borrower, Company and assuming that this Agreement constitutes a legal, valid and binding agreement obligation of the Lender, constitute valid and binding agreements of Company enforceable by the Borrower, enforceable Offeror against the Borrower Company in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating subject to the availability of equitable remedies and the enforcement of creditors' ’ rights generally or general principles generally. Except as disclosed in the Company Disclosure Letter, the execution and delivery by the Company of equity.this Agreement and performance by it of its obligations hereunder and the transactions contemplated hereby, including, but not limited to, the making of the Offer by the Offeror, the taking up and payment for Shares deposited thereunder and any subsequent Second-Step Transaction carried out and consummated in accordance with the Applicable Laws, will not result in:

Authority Relative to this Agreement. The Borrower Company has full the requisite corporate power and authority to executeexecute and deliver, deliver and perform its obligations under this Agreement and all ancillary agreements and, subject to which it is a party and obtaining the necessary approval of its stockholders, to consummate the Transactions Merger and the other transactions contemplated hereby and therebyunder applicable law. The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation of the Transactions Merger and other transactions contemplated hereby and thereby have been duly and validly authorized by all corporate and shareholder action, the Board of Directors of the Company and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions Merger or other transactions contemplated hereby (other than approval by the Company’s stockholders as required by applicable law). This Agreement and thereby. The Loan Documents the agreements contemplated hereby have been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery hereof by Parent and Merger Sub, each constitutes a valid and binding agreement of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except to the extent that such its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' creditors rights generally or by general principles of equityequitable principles.

Authority Relative to this Agreement. The Borrower Company has full all necessary corporate power power, authority and authority capacity to execute, deliver and perform its obligations under enter into this Agreement and all ancillary other agreements and instruments to which it is a party be executed by the Company as contemplated by this Agreement, and to consummate the Transactions contemplated hereby perform its obligations hereunder and therebyunder such agreements and instruments. The execution and delivery of this Agreement and all ancillary agreements to which it is a party by the 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 corporate the Board and, except for obtaining the Required Approval, the Interim Order and shareholder actionthe Final Order in the manner contemplated herein, and filing the Articles of Arrangement with the Director, no other corporate proceedings on the its part of the Borrower are necessary to authorize this Agreement or the Arrangement, other than, with respect to consummate the Transactions contemplated hereby Company Circular and therebyother matters relating thereto, the approval of the Board. The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany, and assuming that this Agreement constitutes a legal, valid and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except subject to the qualification that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or of general application relating to the enforcement or affecting rights of creditors' rights generally or general principles of equitycreditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

Authority Relative to this Agreement. The Borrower Company has full all necessary corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and all ancillary agreements to which it is a party and hereunder and, to consummate the Transactions transactions contemplated hereby and thereby(including the Transaction). The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation by Company of the Transactions transactions contemplated hereby and thereby (including the Transaction) have been duly and validly authorized by all necessary corporate and shareholder actionaction on the part of Company (including the approval by its Board of Directors), and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby hereby, than the approval of this Agreement and therebythe Transaction by a majority of the Company's stockholders. The Loan Documents have This Agreement has been duly and validly executed and delivered by Company and, assuming the Borrowerdue authorization, execution and assuming that this Agreement delivery thereof by the other parties hereto, constitutes a valid the legal and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability as may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' rights generally or and by general principles of equityequity and public policy.

Authority Relative to this Agreement. The Borrower Company has full all necessary corporate power power, authority and authority capacity to execute, deliver and perform its obligations under enter into this Agreement and all ancillary other agreements and instruments to which it is a party be executed by the company as contemplated by this Agreement, and to consummate the Transactions contemplated hereby perform its obligations hereunder and therebyunder such agreements and instruments. The execution and delivery of this Agreement and all ancillary agreements to which it is a party by the 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 corporate the Board and shareholder actionexcept for obtaining Shareholder Approval, the Interim Order and the Final Order in the manner contemplated herein, no other corporate proceedings on the its part of the Borrower are necessary to authorize this Agreement or the Arrangement, other than, with respect to consummate the Transactions contemplated hereby Circular and therebyother matters relating thereto, the approval of the Board. The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany, and assuming that this Agreement constitutes a legal, valid and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except subject to the qualification that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or of general application relating to the enforcement or affecting rights of creditors' rights generally or general principles of equitycreditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

Authority Relative to this Agreement. The Borrower Company has full corporate power and authority to to: (i) execute, deliver and perform its this Agreement, and each ancillary document that the Company has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out the Company’s obligations under this Agreement hereunder and all ancillary agreements to which it is a party and thereunder and, to consummate the Transactions transactions contemplated hereby and thereby. The execution and delivery of this Agreement and all ancillary agreements to which it is a party by the Company and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and shareholder actionaction on the part of the Company (including the approval by its board of directors as required by Applicable Corporate Law), and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby and therebyhereby. The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery thereof by the other parties hereto, constitutes a valid the legal and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability as may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally or and by general principles of equity.

Authority Relative to this Agreement. The Borrower Company has full corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and all ancillary agreements to which it is a party and to consummate the Transactions Merger and other transactions expressly contemplated hereby and therebyhereby. The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation of the Transactions Merger and other transactions expressly contemplated hereby and thereby have been duly and validly authorized by all corporate and shareholder action, the Board of Directors of the Company and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions Merger or other transactions expressly contemplated hereby (other than as contemplated by this Agreement and therebythe approval of the principal terms of the Merger by the affirmative vote of a majority of the outstanding Company Shares entitled to vote pursuant to the CBCA (the "Requisite Company Vote(99))). The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery hereof by Parent, constitutes a valid and binding agreement of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except to the extent that such its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally or by general principles of equityequitable or fiduciary principles.

Authority Relative to this Agreement. The Borrower Company has full corporate power and authority to to: (i) execute, deliver and perform its this Agreement, (ii) issue and sell the Conversion Shares to the Purchasers hereunder, and (iii) carry out the Company’s obligations under this Agreement hereunder and all ancillary agreements to which it is a party and thereunder and, to consummate the Transactions transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and shareholder actionaction on the part of the Company, and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby and therebyhereby. The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery thereof by the other parties hereto, constitutes a valid the legal and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower it in accordance with its terms, except that such enforceability as may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws Laws affecting or relating to the enforcement of creditors' ’ rights generally or and by general principles of equity.

Authority Relative to this Agreement. The Borrower Company has full all necessary corporate power and authority to executeexecute and deliver this Agreement and the Escrow Agreement (as defined in Section 8.01(c)), deliver and to perform its obligations under this Agreement hereunder and all ancillary agreements to which it is a party thereunder and to consummate the Transactions transactions contemplated hereby and thereby. The execution and delivery of this Agreement and all ancillary agreements to which it is a party the Escrow Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and shareholder action, and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or the Escrow Agreement or to consummate the Transactions transactions contemplated hereby or thereby (other than the consent of Stockholders as set forth in Section 7.06 and therebythe filing of the Certificate of Merger as required by the Delaware Code). The Loan Documents have been This Agreement has been, and the Escrow Agreement will be, duly and validly executed and delivered by the BorrowerCompany. This Agreement constitutes, and the Escrow Agreement, when executed and delivered as contemplated by this Agreement, will constitute, assuming that this Agreement constitutes a the due authorization, execution and delivery by each of the other parties hereto and thereto, legal, valid and binding agreement obligations of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower it in accordance with its their respective terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' rights generally or by general principles of equityequitable principles.

Authority Relative to this Agreement. The Borrower Company has full ------------------------------------ all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and all ancillary agreements to which it is a party hereunder and to consummate the Transactions transactions contemplated hereby and thereby(including the Transaction). The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby (including the Transaction) have been duly and validly authorized by all necessary corporate and shareholder actionaction on the part of Company (including the approval by its board of directors), and no other corporate proceedings on the part of the Borrower Company (including the approval of the Company's stockholders) are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby and therebyhereby. The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery thereof by the Buyer, constitutes a valid the legal and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability as may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' rights generally or and by general principles of equityequity and public policy.

Authority Relative to this Agreement. (a) The Borrower Company has full all the necessary corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and all ancillary agreements and, subject to which it is a party and obtaining Company Stockholder Approval, to consummate the Transactions transactions contemplated hereby and therebyin accordance with the terms hereof. The execution execution, delivery and delivery performance of this Agreement and all ancillary agreements to which it is a party by the Company and the consummation by it of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and shareholder action, and and, except for obtaining the Company Stockholder Approval, no other corporate proceedings action or corporate proceeding on the part of the Borrower are Company is necessary to authorize the execution and delivery by the Company of this Agreement or to consummate and the Transactions consummation by it of the transactions contemplated hereby and therebyhereby. The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming due and assuming that this Agreement valid authorization, execution and delivery by Parent and Merger Sub, constitutes a valid valid, legal and binding agreement of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability enforcement may be limited by applicable subject to (i) any bankruptcy, insolvency, moratorium reorganization, moratorium, fraudulent transfer or other similar laws laws, now or hereafter in effect, affecting or relating to the enforcement of creditors' rights generally or generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding of law or equity).

Authority Relative to this Agreement. The Borrower Company has full all necessary corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and all ancillary agreements hereunder and, subject to which it is a party and obtaining the approval of the Merger by Company Stockholders, to consummate the Transactions transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and all ancillary agreements to which it is a party by Company and the consummation by Company of the Transactions transactions contemplated hereby and thereby have hereby, subject to obtaining the approval of the Merger by Company Stockholders, has been duly and validly authorized by all necessary corporate and shareholder action, and no action on the part of Company. No other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or or, subject to obtaining the approval of the Merger by Company Stockholders, to consummate the Transactions contemplated hereby and therebytransactions so contemplated. The Loan Documents have This Agreement has been duly and validly executed and delivered by Company and, assuming the Borrowerdue authorization, execution and assuming that this Agreement delivery by Parent and Merger Sub, constitutes a valid legal and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its termsthe terms hereof, except that such as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting creditors’ rights generally, or relating by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity), and to the enforcement of creditors' rights generally extent any indemnification or general principles of equitycontribution provisions thereof may be limited by applicable federal or state securities laws.

Authority Relative to this Agreement. The Borrower Company has full all necessary corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and all ancillary agreements to which it is a party hereunder and to consummate the Transactions transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and all ancillary agreements to which it is a party by the Company and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and shareholder actionaction (including approval by the Company's Board of Directors which satisfies the requirement of Article 13.03(1) of the TBCA), and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated hereby and thereby(other than approval of the Merger Agreement by the Company's stockholders). The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that delivery of this Agreement by Acquisition and due authorization, execution and delivery of the Guaranty by Supercanal, constitutes a legal, valid and binding agreement obligation of the Lender, constitute valid and binding agreements of the Borrower, Company enforceable against the Borrower Company in accordance with its terms, except that such as the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally or and by general principles of equity.

Authority Relative to this Agreement. The Borrower Company has full all necessary corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and all ancillary agreements hereunder and, subject to which it is a party and obtaining the approval of the shareholders of Company of the Merger, to consummate the Transactions transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and all ancillary agreements to which it is a party by Company and the consummation by Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and shareholder actionaction on the part of Company, and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated hereby (other than, with respect to the Merger, the approval and therebyadoption of this Agreement by the Required Shareholder Vote (as defined in Section 2.24) in accordance with the CGCL and the Company Charter Documents). The Loan Documents have This Agreement has been duly and validly executed and delivered by Company and, assuming the Borrowerdue authorization, execution and assuming that this Agreement delivery by Parent and Merger Sub, constitutes a valid legal and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its termsthe terms hereof, except that such as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting or relating to the enforcement of creditors' rights generally generally, or by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity), and to the extent any indemnification or contribution provisions thereof may be limited by applicable federal or state securities laws.

Authority Relative to this Agreement. The Borrower Company is a corporation ------------------------------------ duly organized, validly existing and in good standing under the laws of Delaware. Company has full corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and all ancillary agreements to which it is a party and to consummate the Transactions Merger and other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation of the Transactions Merger and other transactions contemplated hereby and thereby have been duly and validly authorized by all corporate and shareholder action, the Board of Directors of Company and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions Merger or other transactions contemplated hereby and therebyor thereby (other than, with respect to the Merger, the approval of Company's stockholders pursuant to Section 251(c) of the GCL). The Loan Documents have This Agreement has been duly and validly executed and delivered by Company and, assuming the Borrowerdue authorization, execution and assuming that this Agreement delivery hereof by Parent and Purchaser, constitutes a valid and binding agreement of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except to the extent that such its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally or by general principles of equityequitable or fiduciary principles.

Authority Relative to this Agreement. The Borrower Company has full all requisite corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and all ancillary agreements to which it is a party hereunder and to consummate the Transactions transactions contemplated on its part hereby and therebyto be consummated by the Company. The execution and delivery of this Agreement and all ancillary agreements to which it is a party by the Company and the consummation of the Transactions transactions contemplated on its part hereby and thereby have been duly and validly authorized by all necessary corporate and shareholder action, and and, other than the approval of the Company's shareholders as provided in Section 8.1(a) hereof, no other corporate proceedings on the part of the Borrower Company are necessary to authorize this the consummation of the transactions contemplated on its part hereby. This Agreement or to consummate the Transactions contemplated hereby and thereby. The Loan Documents have has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery hereof by Holding and Merger Sub, constitutes a the legal, valid and binding agreement obligations of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' rights generally or by general principles of equityequity principles.

Authority Relative to this Agreement. The Borrower Company has full all necessary corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and all ancillary agreements to which it is a party hereunder and to consummate the Transactions transactions contemplated hereby and thereby(including the Merger). The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of the Company (including the approval by its Board of Directors and shareholder actionStockholders), and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby pursuant to the DGCL and therebythe terms and conditions of this Agreement. The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery thereof by the other parties hereto, constitutes a valid the legal and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability as may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally or and by general principles of equity.

Authority Relative to this Agreement. The Borrower Company has full corporate power and authority to to: (i) execute, deliver and perform its this Agreement, and each ancillary document which the Company has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out the Company’s obligations under this Agreement hereunder and all ancillary agreements to which it is a party and thereunder and, to consummate the Transactions transactions contemplated hereby and thereby(including the Transactions). The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby (including the Transactions) have been duly and validly authorized by all necessary corporate and shareholder 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 Borrower Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby and therebyhereby. The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery thereof by the other parties hereto, constitutes a valid the legal and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability as may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' rights generally or general principles of equity’ rights.

Authority Relative to this Agreement. The Borrower Company is a ------------------------------------ corporation duly organized, validly existing and in good standing under the laws of the State of Oregon. The Company has full corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and all ancillary agreements to which it is a party hereunder and to consummate the Transactions transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance by the Company of this Agreement and all ancillary agreements to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all corporate and shareholder actionthe Company Board of Directors, and no other corporate proceedings action on the part of the Borrower are Company is necessary to authorize the execution and delivery by the Company of this Agreement or to consummate and the Transactions contemplated hereby and therebyconsummation of such transactions. The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming due and assuming that this Agreement constitutes valid authorization, execution and delivery hereof by the other parties hereto is a valid and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with the terms hereof except to the extent that that its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights or by generally or general principles of equityequitable principles.

Authority Relative to this Agreement. (a) The Borrower Company has full all necessary corporate power and authority to executeexecute and deliver this Agreement and, deliver and subject to requisite shareholder approval, to perform its obligations under this Agreement and all ancillary agreements to which it is a party hereunder and to consummate the Transactions transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and all ancillary agreements to which it is a party by the Company and the consummation by the Company of the Transactions Merger, the Asset Disposition and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and shareholder action, and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated hereby (other than the adoption of this Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the DGCL and therebythe Company's Certificate of Incorporation and By-Laws). The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery by Parent, MergerCo and Merger Sub constitutes a legal, valid and binding agreement obligation of the Lender, constitute valid and binding agreements of the Borrower, Company enforceable against the Borrower Company in accordance with its terms, (i) except that such enforceability as may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally or and (ii) subject to general principles of equity.

Authority Relative to this Agreement. The Borrower Company has full all necessary corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and all ancillary agreements to which it is a party and hereunder and, to consummate the Transactions transactions contemplated hereby (including the Pre-Amalgamation Exchange and therebythe Amalgamation). The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby (including the Pre-Amalgamation Exchange and thereby Amalgamation) have been duly and validly authorized by all necessary corporate and shareholder action, action on the part of the Company and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby pursuant to Applicable Law and therebythe terms and conditions of this Agreement. The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery thereof by the other parties hereto, constitutes a valid the legal and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability as may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally or and by general principles of equity.

Authority Relative to this Agreement. The Borrower Company has full all necessary ------------------------------------ corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and all ancillary agreements hereunder and, subject to which it is a party and obtaining the approval of the stockholders of Company of the Merger (if required), to consummate the Transactions transactions contemplated hereby and thereby. The execution and delivery of this Agreement and all ancillary agreements to which it is a party by Company and the consummation by Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and shareholder action, action on the part of Company and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated hereby (other than the approval and therebyadoption of this Agreement and the Merger by holders of a majority of the outstanding shares of Company Common Stock in accordance with Delaware Law and the Company Charter Documents, if required). The Loan Documents have This Agreement has been duly and validly executed and delivered by Company and, assuming the Borrowerdue authorization, execution and assuming that this Agreement constitutes a valid delivery by Parent and Merger Sub, constitute legal and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability may be limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws affecting or of general applicability relating to the enforcement of creditors' or affecting creditor rights generally or and for general principles of equityequitable principles.

Authority Relative to this Agreement. The Borrower Company has full all requisite corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and all ancillary agreements to which it is a party hereunder and to consummate the Transactions transactions contemplated on its part hereby and therebyto be consummated by the Company. The execution and delivery of this Agreement and all ancillary agreements to which it is a party by the Company and the consummation of the Transactions transactions contemplated on its part hereby and thereby have been duly and validly authorized by all necessary corporate and shareholder action, and and, other than the approval of the Companys shareholders as provided in Section8.1(a) hereof, no other corporate proceedings on the part of the Borrower Company are necessary to authorize this the consummation of the transactions contemplated on its part hereby. This Agreement or to consummate the Transactions contemplated hereby and thereby. The Loan Documents have has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement constitutes a delivery hereof by Davis and Merger Sub, coxxxxxutes the legal, valid and binding agreement obligations of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' creditors rights generally or by general principles of equityequity principles.

Authority Relative to this Agreement. The Borrower Company has full corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and all ancillary agreements to which it is a party hereunder and to consummate the Transactions transactions contemplated hereby and therebyhereby. The execution and delivery by the Company of this Agreement and all ancillary agreements to which it is a party the consummation by the Company of the transactions contemplated hereby, and the consummation performance by the Company of the Transactions contemplated hereby and thereby its obligations hereunder, have been duly and validly authorized by all corporate and shareholder actionnecessary action by the Board of Directors of the Company, and no other corporate proceedings action on the part of the Borrower are necessary Board of Directors of the Company is required to authorize the execution, delivery and performance of this Agreement or to consummate and the Transactions consummation by the Company of the transactions contemplated hereby and therebyhereby. The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding agreement obligation of the Lender, constitute valid and binding agreements of the Borrower, Company enforceable against the Borrower Company in accordance with its respective terms, except that such as the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting or Laws relating to the enforcement of creditors' ’ rights generally or and by general principles of equity.

Authority Relative to this Agreement. The Borrower Company has full the necessary corporate power and authority to executeexecute and deliver this Agreement and, deliver and perform its obligations under subject to approval of this Agreement and all ancillary agreements to which it is a party and the transactions contemplated hereby by the Holders of the Company Common Stock, to consummate the Transactions transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation of the Transactions transactions contemplated hereby and thereby by the Company have been duly and validly authorized and approved by all corporate and shareholder action, the Company's Board of Directors and no other corporate proceedings on the part of the Borrower Company are necessary to authorize or approve this Agreement or to consummate the Transactions transactions contemplated hereby and thereby(other than, with respect to the Merger, the approval of this Agreement by the necessary vote of the shareholders of the Company). The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany, and assuming that this Agreement the due authorization, execution and delivery by Parent and Merger Subsidiary, and subject to the stockholder approval referred to in the preceding sentence, constitutes a the valid and binding agreement obligation of the Lender, constitute valid and binding agreements of the Borrower, Company enforceable against the Borrower Company in accordance with its terms, terms except that as such enforceability may be limited by general principles of equity or principles applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally or general principles of equitygenerally.

Authority Relative to this Agreement. The Borrower Company has full corporate all requisite limited liability company power and authority to executeexecute and deliver this Agreement, deliver the other agreements contemplated hereby and perform its obligations under this Agreement any ancillary documents hereto and all ancillary agreements thereto to which it is a party and to consummate the Transactions transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and all ancillary the other agreements contemplated hereby to which it the Company is a party and the consummation of the Transactions contemplated hereby and thereby have been duly and validly authorized by all corporate and shareholder action, necessary limited liability company action and no other corporate proceedings on the part approval of any of the Borrower are Company’s Affiliates or related persons (including equityholders, directors, officers and otherwise) is necessary for the Company to authorize enter into this Agreement and any other agreements contemplated hereby or to consummate the Transactions transactions contemplated hereby and or thereby. The Loan Documents This Agreement and the other agreements contemplated hereby to which the Company is a party have been duly and validly executed and delivered by the BorrowerCompany and constitute the legal, and assuming that this Agreement constitutes a valid and binding agreement of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower it in accordance with its their terms, except that such enforceability as may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally and by general equitable principles (regardless of whether considered in a proceeding at law or general principles of in equity).

Authority Relative to this Agreement. The Borrower Company and each of the Members has full all necessary corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and all ancillary agreements to which it is a party and hereunder and, to consummate the Transactions transactions contemplated hereby and thereby(including the Transaction). The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation by the Company and each of the Transactions Members of the transactions contemplated hereby and thereby (including the Transaction) have been duly and validly authorized by all corporate and shareholder actionnecessary action on the part of each Affiliated Company (including the approval by its stockholders), and no other corporate proceedings on the part of the Borrower each Affiliated Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby and therebyhereby. The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and each of the Members and, assuming the due authorization, execution and assuming that this Agreement delivery thereof by the other parties hereto, constitutes a valid the legal and binding agreement obligation of the Lender, constitute valid Company and binding agreements each of the BorrowerMembers, enforceable against the Borrower each of them in accordance with its terms, except that such enforceability as may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' rights generally or and by general principles of equityequity and public policy.

Authority Relative to this Agreement. The Borrower Company has full corporate all necessary power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and all ancillary agreements to which it is a party and hereunder and, to consummate the Transactions transactions contemplated hereby and thereby(including the Transaction). The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation by Company of the Transactions transactions contemplated hereby and thereby (including the Transaction) have been duly and validly authorized by all necessary corporate and shareholder actionaction on the part of Company (including the approval by its managers or managing members or other comparable governing body), and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby hereby, other than prior to the Closing the approval of this Agreement and therebythe Transaction by Members holding 80% of the outstanding Interests at the Closing. The Loan Documents have This Agreement has been duly and validly executed and delivered by Company and, assuming the Borrowerdue authorization, execution and assuming that this Agreement delivery thereof by the other parties hereto, constitutes a valid the legal and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability as may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors' rights generally or and by general principles of equityequity and public policy.

Authority Relative to this Agreement. The Borrower Company has full corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and all ancillary agreements to which it is a party and to consummate the Transactions Merger and the other transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and all ancillary agreements to which it is a party and the consummation of the Transactions Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all corporate and shareholder action, the Board of Directors of the Company and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions contemplated hereby and thereby(other than the approval of a majority of the outstanding shares of Company Common Stock at the Company Special Meeting or any adjournment thereof as required by the Delaware Act). The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery hereof by Parent and Subco, constitutes a valid and binding agreement of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except to the extent that such its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' , rights generally or by general principles of equityequitable principles.

Authority Relative to this Agreement. The Borrower Company has full all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under hereunder and, subject to adoption of this Agreement and all ancillary agreements to which it is a party and by the Required Company Vote (as defined in Section 3.13), to consummate the Transactions transactions contemplated hereby and thereby(the "Transactions"). The execution and delivery of this Agreement and all ancillary agreements to which it is a party 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 and shareholder action, action and no other corporate proceedings on the part of the Borrower Company are necessary to authorize this Agreement or to consummate the Transactions contemplated hereby (other than (i) the Required Company Vote (as defined in Section 3.13) and thereby(ii) the Merger Filing). The Loan Documents have This Agreement has been duly and validly executed and delivered by the BorrowerCompany and, assuming the due authorization, execution and assuming that this Agreement delivery thereof by the Parent and Merger Sub, constitutes a the legal, valid and binding agreement obligation of the Lender, constitute valid and binding agreements of the BorrowerCompany, enforceable against the Borrower Company in accordance with its terms, except that such enforceability as enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' creditors rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or general principles of equityat law).