Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactions. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement and the consummation of the Merger and 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 the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, with respect to this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. Acts). This Agreement and the Acquisition Corp. Stock Option Agreement have been duly and validly executed and delivered by the Company, and (assuming this Agreement constitutes a valid and binding obligation of Acquisition Corp. and Parent) constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and to general principles of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effect.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunderhereunder, subject, with respect to this Agreement, subject to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactions. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement and the consummation of the Merger and 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 the Company's ’s execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, with respect to this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. ActsDGCL). This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by the Company, and (assuming this Agreement constitutes a valid and binding obligation of Acquisition Corp. and Parent) constitute constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' ’ rights generally and to general principles of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effect.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreementeach Transaction Documents to which it is a party, to perform its obligations hereunder and thereunderthereunder and, subjectsubject to receiving the Company Stockholder Approval, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactions. The execution and delivery of this Agreement and each Transaction Documents by the Acquisition Corp. Stock Option Agreement Company and the consummation by the Company of the Merger and the other 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 the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement Transaction Documents or to consummate the Transactions (other than, with respect to this Agreement and the Merger, the approval of this Agreement Company Stockholder Approval, which the Written Consent shall satisfy, and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the filing or and recordation of appropriate merger documents as required by the Tenn. ActsDGCL). This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by the CompanyCompany and, assuming the due authorization, execution and (assuming this Agreement delivery by BCAC and Merger Sub, constitutes a valid and binding obligation of Acquisition Corp. and Parent) constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their its terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws relating to of general application affecting enforcement of creditors' ’ rights generally generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and to general principles of equity. Upon consummation of the Transactions, Parent will own all and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the outstanding capital stock DGCL shall not apply to the Merger, this Agreement, the Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, including all of no other state takeover statute is applicable to the outstanding Common Shares, and all Options shall have been cancelled and be of no further force Merger or effectthe other Transactions.

Authority Relative to this Agreement. The Company has the all requisite corporate power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, any other agreement required to perform its obligations be entered into hereunder and thereunder, subject, with respect to this Agreement, consummate the transactions contemplated hereby and thereby (subject to the approval of this Agreement and the Merger transactions contemplated hereby by the requisite holders of a majority outstanding shares of Common Stock in accordance with the outstanding Common Shares entitled to vote thereon with respect to Delaware General Corporation Law (the Merger, "DGCL") and to consummate the Transactionsapplicable NASDAQ rules). The execution and delivery of this Agreement and by the Acquisition Corp. Stock Option Agreement Company and the consummation by the Company of the Merger transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the other Transactions issuance and reservation for issuance of the Conversion Shares) 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 the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to this Agreement and the Merger, than the approval of this Agreement and the Merger transactions contemplated hereby by the requisite holders of a majority outstanding shares of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. ActsStock). This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by the Company, and (and, assuming this Agreement constitutes a valid and binding obligation of Acquisition Corp. and Parent) constitute the Investor, this Agreement constitutes a valid and binding obligation agreement of the Company, enforceable against the Company in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or bankruptcy and other similar laws relating to creditors' affecting creditors rights generally and to general principles of equity. Upon consummation the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the TransactionsCertificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), Parent will own all and upon issuance of the outstanding capital stock Warrant such instruments will constitute legal, valid and binding obligations of the Company, including all enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effectequity.

Authority Relative to this Agreement. The Company Each of Parent and Acquisition has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, to the approval of this Stockholders' Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement Stockholders' Agreement, and the consummation of the Merger transactions contemplated hereby and thereby including the Offer and the other Transactions purchase of all Shares tendered pursuant thereto have been duly and validly authorized by all necessary corporate action the boards of directors of Parent and Acquisition and by Parent as the sole stockholder of Acquisition, and no other corporate proceedings on the part of the Company Parent or Acquisition are necessary to authorize the Company's execution and delivery of this Agreement or and the Acquisition Corp. Stock Option Stockholders' Agreement or to consummate the Transactions (other than, with respect to this Agreement transactions contemplated hereby and thereby including the Offer and the Merger, the approval purchase of this Agreement and the Merger by the holders of a majority of the outstanding Common all Shares entitled to vote thereon and, with respect to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. Acts)tendered pursuant thereto. This Agreement and the Acquisition Corp. Stock Option Stockholders' Agreement each have been duly and validly executed and delivered by the Company, each of Parent and (assuming this Agreement Acquisition and each constitutes a valid valid, legal and binding obligation agreement of each of Parent and Acquisition Corp. and Parent) constitute the valid and binding obligation of the Company, enforceable against the Company each of Parent and Acquisition in accordance with their its terms, subject to except as such enforceability may be limited by any applicable conservator, receivership, bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to affecting the enforcement of creditors' rights generally generally, and to except as the availability of equitable remedies may be limited by the application of general principles of equity (regardless of whether such equitable principles are applied in a proceeding at law or in equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effect).

Authority Relative to this Agreement. The Company has the requisite corporate Each of Novus, and Merger Sub have all necessary power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactions. The execution and delivery of this Agreement by each of Novus and the Acquisition Corp. Stock Option Agreement Merger Sub and the consummation by each of Novus and Merger Sub of the Merger and the other Transactions Transactions, have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Novus or Merger Sub are necessary to authorize the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, than (a) with respect to this Agreement and the Merger, the approval and adoption of this Agreement and the Merger by the holders of a majority of the then-outstanding shares of Novus Common Shares entitled to vote thereon andStock and by the holders of a majority of the then outstanding shares of Merger Sub Common Stock, with respect to the Merger, and the filing or and recordation of appropriate merger documents as required by the Tenn. ActsDGCL, and (b) with respect to the issuance of Novus Common Stock and the amendment and restatement of the Novus Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of Novus Common Stock). This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by Novus and Merger Sub and, assuming due authorization, execution and delivery by the Company, and (assuming this Agreement constitutes a legal, valid and binding obligation of Acquisition Corp. and Parent) constitute the valid and binding obligation of the CompanyNovus or Merger Sub, enforceable against the Company Novus or Merger Sub in accordance with their terms, its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and to general principles of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effectRemedies Exceptions.

Authority Relative to this Agreement. The Company Seller and Seller Parent each has the requisite all necessary corporate power and authority to execute execute, deliver and deliver perform this Agreement and the Acquisition Corp. Stock Option AgreementAncillary Agreements and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements in accordance with the terms hereof and thereof. The execution, to perform its obligations hereunder delivery and thereunder, subject, with respect to this Agreement, to the approval performance by Seller and Seller Parent of this Agreement and the Merger by the holders of Ancillary Agreements to which they are in each case a majority of the outstanding Common Shares entitled to vote thereon with respect to the Mergerparty, and to consummate the Transactions. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement and the consummation of the Merger transactions contemplated hereby and the other Transactions thereby, have been duly and validly authorized by all necessary corporate action on part of Seller and Seller Parent, and no other corporate proceedings on the part of the Company Seller or Seller Parent are necessary to authorize the Company's execution execution, delivery and delivery performance, as applicable, of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, with respect to this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. Acts)any Ancillary Agreement. This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by Seller and Seller Parent, and, assuming the Companydue authorization, execution and delivery of this Agreement by Parent and Purchaser, constitutes, and (each Ancillary Agreement, when executed and delivered by the members of the Seller Group party thereto, and, assuming this the due authorization, execution and delivery of such Ancillary Agreement constitutes by Parent, Purchaser or its applicable Affiliate party thereto, will constitute, a valid valid, legal and binding obligation of Acquisition Corp. and Parent) constitute the valid and binding obligation agreement of the Companyapplicable members of the Seller Group, enforceable against the Company each such member in accordance with their its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or other preferential transfers, or similar laws Laws relating to or affecting creditors' ’ rights generally and to generally, or general principles of equity. Upon consummation of equity (collectively, the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effect“Enforceability Exceptions”).

Authority Relative to this Agreement. The Subject only to the approval of the Company's shareholders described below, the Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it (the Acquisition Corp. Stock Option Agreement, "Company Merger Documents") at the Closing and to perform its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of the Company Merger Documents and the consummation of the transactions contemplated by the Company Merger Documents have been duly and validly authorized by all necessary corporate action on the part of the Company, subject, with respect to this Agreement, subject only to the approval of this Agreement and the Merger by the holders of a majority of Company's shareholders (the outstanding Common Shares entitled to vote thereon with respect to "Company Voting Proposal") under the Merger, and to consummate the Transactions. The execution and delivery of this Agreement CGCL and the Acquisition Corp. Stock Option Agreement and Company Charter by the consummation affirmative vote of the Merger and 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 the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, with respect to this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the voting power of the outstanding shares of Company Common Shares entitled to vote thereon and, with respect to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. Acts)Stock. This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by the CompanyCompany and constitutes, and (when executed and delivered by the Company each of the other Company Merger Documents will constitute, assuming this Agreement constitutes a valid the due authorization, execution and binding obligation of Acquisition Corp. delivery by Parent and Parent) constitute Merger Sub, as applicable, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and to by general equitable principles (regardless of equitywhether enforceability is considered in a proceeding in equity or at law). Upon consummation The Board of Directors of the Transactions, Parent will own all of Company has determined that it is advisable and in the outstanding capital stock best interests of the Company, including all 's shareholders for the Company to enter into a business combination with Parent upon the terms and subject to the conditions of the outstanding Common Sharesthis Agreement, and all Options shall have been cancelled and be of no further force or effecthas recommended that the Company's shareholders approve the Company Voting Proposal.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and by the Acquisition Corp. Stock Option Agreement Company and the consummation by the Company of the Merger and the other Transactions transactions contemplated hereby 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 the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the adoption of this Agreement by the holders of a majority in voting power of the outstanding shares of Company Common Stock voting together as a single class and the filing or recordation with the Secretary of appropriate merger documents State of the State of Delaware of the Certificate of Merger as required by the Tenn. ActsDGCL). The Board of Directors of the Company at a meeting duly called and held has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to and in the best interests of the holders of the Shares, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) recommended that the stockholders of the Company adopt this Agreement. This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by the CompanyCompany and, assuming the due authorization, execution and (assuming this Agreement delivery hereof by Newco, constitutes a valid and binding obligation of Acquisition Corp. and Parent) constitute the legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting creditors' rights generally generally, general equitable principles (whether considered in a proceeding in equity or at law) and to general principles an implied covenant of equitygood faith and fair dealing. Upon consummation The only vote of the Transactions, Parent will own all stockholders of the Company required to adopt this Agreement is the affirmative vote 15 by the holders of a majority in voting power of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effectShares voting together as a single class.

Authority Relative to this Agreement. The Company Each of Parent and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by each of Parent and Merger Sub, the Acquisition Corp. Stock Option Agreement performance by each of Parent and Merger Sub of its obligations under this Agreement, and the consummation by each of Parent and Merger Sub of the Merger and the other Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary pursuant to their respective organizational documents, the Delaware General Corporation Law, the MGCL or the MLLCA to authorize the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, with respect to this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. Acts)transactions so contemplated. This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, and (assuming this Agreement constitutes a legal, valid and binding obligation of Acquisition Corp. and Parent) constitute the valid and binding obligation of the Company, each such entity enforceable against the Company such entity in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting creditors' rights generally generally, and general equitable principles (whether considered in a proceeding in equity or at law). The board of directors of Parent (the "Parent Board") and Parent, as the sole member of Merger Sub, have approved this Agreement. The vote or consent of Parent or a subsidiary of Parent as the sole member of Merger Sub (which shall have occurred prior to general principles of equity. Upon consummation the Effective Time) is the only vote or consent of the Transactions, stockholders of Parent will own all or the members of Merger Sub necessary to approve this Agreement or the outstanding capital stock of Merger or the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effecttransactions contemplated hereby.

Authority Relative to this Agreement. The Company Seller has the requisite corporate all necessary limited liability company or similar power and authority to execute execute, deliver and deliver perform this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactions. The execution and delivery of transactions contemplated by this Agreement and in accordance with the Acquisition Corp. Stock Option Agreement and the consummation of the Merger and 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 the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, with respect to this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. Acts)terms hereof. This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by Seller, and, assuming the Companydue authorization, execution and (assuming delivery of this Agreement by Purchaser, constitutes a valid valid, legal and binding obligation agreement of Acquisition Corp. and Parent) constitute the valid and binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with their its terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or other preferential transfers, or similar laws Laws relating to or affecting creditors' ’ rights generally and subject, as to enforceability, to the effect of general principles of equityequity (the “Enforceability Exceptions”). Upon consummation Seller or its applicable Affiliate has all necessary limited liability company or similar power and authority to execute, deliver and perform the Ancillary Agreements in accordance with the terms thereof. At the Closing, the Ancillary Agreements executed and delivered by Seller or its applicable Affiliate shall be duly and validly executed and delivered by Seller or its applicable Affiliate, and, assuming the due authorization, execution and delivery of the TransactionsAncillary Agreements by Purchaser or its applicable Affiliates, Parent will own all shall constitute valid, legal and binding agreements of Seller or its applicable Affiliate, enforceable against Seller or its applicable Affiliate in accordance with the terms thereof, subject to the Enforceability Exceptions. No vote or other approval of the outstanding capital stock equity holders of Seller Parent is required in connection with the Companyexecution, including all delivery or performance of this Agreement and the outstanding Common Shares, Ancillary Agreements or to consummate the transactions contemplated by this Agreement and all Options shall have been cancelled the Ancillary Agreements in accordance with the terms hereof and be of no further force or effectthereof.

Authority Relative to this Agreement. The Company Parent has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunder, subject, with respect to consummate the transactions contemplated by this Agreement. Merger Sub has all necessary limited liability company power and authority to execute and deliver this Agreement, to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, perform its obligations hereunder and to consummate the Transactionstransactions contemplated by this Agreement. Each of (a) the execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby and (b) the issuance of shares of Parent Common Stock in accordance with this Agreement has been duly and validly authorized by all necessary corporate action by Parent and no other corporate proceedings on the part of Parent or any Parent stockholder votes are necessary to authorize this Agreement or to consummate such transactions. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement by Merger Sub and the consummation by Merger Sub of the Merger and the other Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action by Merger Sub and no other corporate proceedings on the part of the Company Merger Sub are necessary to authorize the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, with respect to this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. Acts)such transactions. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by the Company, and (assuming this Agreement constitutes a the legal, valid and binding obligation obligations of Acquisition Corp. each of Parent and Parent) constitute the valid and binding obligation of the CompanyMerger Sub, enforceable against the Company Parent and Merger Sub in accordance with their its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to affecting creditors' rights generally ’ rights, and to general principles of equity. Upon consummation equity (regardless of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force whether such enforceability is considered in a proceeding in equity or effectat law).

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunderand, subjectsubject to receiving the Company Stockholder Requisite Approval, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactions. The execution and delivery of this Agreement and by the Acquisition Corp. Stock Option Agreement Company and the consummation by the Company of the Merger and the other 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 the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, with respect to this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, (a) with respect to the Merger, the Company Stockholder Requisite Approval, which the Written Consent shall satisfy, and (b) the filing or and recordation of appropriate merger documents as required by the Tenn. ActsDGCL). This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by the CompanyCompany and, assuming the due authorization, execution and (assuming this Agreement delivery by SPAC and Merger Sub, constitutes a valid and binding obligation of Acquisition Corp. and Parent) constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their its terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws relating to of general application affecting enforcement of creditors' ’ rights generally generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and to general principles of equity. Upon consummation of the Transactions, Parent will own all and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the outstanding capital stock DGCL shall not apply to the Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, including all of no other state takeover statute is applicable to the outstanding Common Shares, and all Options shall have been cancelled and be of no further force Merger or effectthe other Transactions.

Authority Relative to this Agreement. The Company Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunder, subject, with respect to transactions contemplated by this Agreement, to the approval of this . This Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactions. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement Adecco Guarantee and the consummation by Parent and Merger Sub of the Merger and the other Transactions transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action the respective boards of directors of Adecco, Parent and Merger Sub and by Parent as sole shareholder of Merger Sub, and no other corporate proceedings on the part of the Company Adecco, Parent and Merger Sub are necessary to authorize the Company's execution and delivery of this Agreement or and the Acquisition Corp. Stock Option Agreement Adecco Guarantee or to consummate the Transactions (other than, with respect to transactions contemplated by this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. Acts)Agreement. This Agreement and the Acquisition Corp. Stock Option Agreement Adecco Guarantee have been duly and validly executed and delivered by the Companyeach of Adecco, Parent and Merger Sub (as applicable) and, assuming this Agreement constitutes a valid and binding obligation of Acquisition Corp. and Parent) the Adecco Guarantee constitute the valid and binding obligation agreements of the Company, constitute the valid and binding agreements of Parent and Merger Sub (with regard to the Agreement) and Adecco (with regard to the Adecco Guarantee), enforceable against Parent and Merger Sub (with regard to the Company Agreement) and Adecco (with regard to the Adecco Guarantee) in accordance with their terms, subject to applicable except that the enforcement of this Agreement and the Adecco Guarantee may be limited by: (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws now or hereafter in effect relating to creditors' ’ rights generally generally; and to (b) general principles of equity. Upon consummation equity (regardless of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force whether enforceability is considered in a proceeding in equity or effectat Law).

Authority Relative to this Agreement. The Company Each of the Seller and the Seller Subsidiaries has the requisite full corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, Ancillary Agreements to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of which it is a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement Ancillary Agreements and the consummation of the Merger transactions contemplated hereby and the other Transactions thereby have been duly and validly authorized by all necessary corporate action the board of directors of each of the Seller and the Seller Subsidiaries and no other corporate or limited liability company, as applicable, proceedings on the part of the Company Seller or any of the Seller Subsidiaries are necessary to authorize the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement Ancillary Agreements or to consummate the Transactions (other than, with respect to this Agreement transactions contemplated hereby and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. Acts)thereby. This Agreement and the Acquisition Corp. Stock Option Agreement Ancillary Agreements to which it is a party have been duly and validly executed and delivered by each of the CompanySeller and the Seller Subsidiaries, and (assuming that this Agreement constitutes a and the Ancillary Agreements constitute valid and binding obligation agreements of Acquisition Corp. the Buyer, subject to the receipt of the Seller Required Regulatory Approvals and Parent) the Buyer Required Regulatory Approvals, constitute the valid and binding obligation agreements of the Companyeach such party, enforceable against the Company such party in accordance with their terms, subject to except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and to or general principles of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effect.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, subject to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactions. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement and the consummation of the Merger and 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 the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, with respect to this Agreement and the Merger, than the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, and the filing or recordation of appropriate merger documents as required by the Tenn. ActsActs with respect to the Merger). This Agreement and the Acquisition Corp. Stock Option Agreement have been duly and validly executed and delivered by the Company, and (assuming this Agreement constitutes a valid and binding obligation of Acquisition Corp. and Parent) constitute constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and to general principles of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effect.

Authority Relative to this Agreement. The Company has the requisite corporate Each of Pensare, and Merger Sub have all necessary power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactions. The execution and delivery of this Agreement by each of Pensare and the Acquisition Corp. Stock Option Agreement Merger Sub and the consummation by each of Pensare and Merger Sub of the Merger and the other Transactions Transactions, have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Pensare or Merger Sub are necessary to authorize the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, than (a) with respect to this Agreement and the Merger, the approval and adoption of this Agreement and the Merger by the holders of a majority of the then-outstanding shares of Pensare Common Shares entitled to vote thereon andStock and by the holders of a majority of the then-outstanding shares of Merger Sub Common Stock, with respect to the Merger, and the filing or and recordation of appropriate merger documents as required by the Tenn. ActsDGCL, and (b) with respect to the issuance of Pensare Common Stock and the amendment and restatement of the Pensare Certificate of Incorporation pursuant to this Agreement, the approval of majority of the then-outstanding shares of Pensare Common Stock). This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by Pensare and Merger Sub and, assuming due authorization, execution and delivery by the Company, and (assuming this Agreement constitutes a legal, valid and binding obligation of Acquisition Corp. and Parent) constitute the valid and binding obligation of the CompanyPensare or Merger Sub, enforceable against the Company Pensare or Merger Sub in accordance with their terms, its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and to general principles of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effectRemedies Exceptions.

Authority Relative to this Agreement. The Company Purchaser has the requisite all necessary corporate or other power and authority authority, and has taken all corporate or other action necessary, to execute execute, deliver and deliver perform this Agreement and the Acquisition Corp. Stock Option Agreement, Ancillary Agreements and to perform its obligations hereunder and thereunder, subject, consummate the Transactions in accordance with respect to this Agreement, to the approval terms of this Agreement and such Ancillary Agreements, except the Merger Purchaser Stockholder Approval. This Agreement has been, and each Ancillary Agreement to which Purchaser is a party when executed and delivered will be, as applicable, duly and validly executed and delivered by Purchaser and, assuming the due authorization (including the Purchaser Stockholder Approval), execution and delivery of this Agreement or such Ancillary Agreements by Seller and the other parties thereto, constitutes (or when so executed and delivered shall constitute) a valid, legal and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The affirmative vote of the holders of a majority of the issued and outstanding Common Shares shares of Purchaser’s capital stock entitled to vote thereon to approve issuance of equity in connection with the Transactions (the “Purchaser Stockholder Approval”) is the only vote, approval or consent of the holders of any class or series of capital stock of Purchaser that is necessary in connection with the consummation of the Transactions. Purchaser has delivered to Seller, concurrent with the execution of this Agreement, a voting agreement with respect to the Merger, and to consummate the Transactions. The execution and delivery Purchaser Stockholder Approval in favor of this Agreement and the Acquisition Corp. Stock Option Agreement and the consummation Parent representing 44.9% of the Merger issued and 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 the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, with respect to this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. Acts). This Agreement and the Acquisition Corp. Stock Option Agreement have been duly and validly executed and delivered by the Company, and (assuming this Agreement constitutes a valid and binding obligation of Acquisition Corp. and Parent) constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and to general principles of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of Purchaser entitled to vote on the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effectPurchaser Stockholder Approval.

Authority Relative to this Agreement. The Company has the all requisite corporate power and authority to execute and deliver enter into this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunder, subjectand, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of a majority receipt of the outstanding Common Shares entitled to vote thereon with respect to Requisite Stockholder Approvals in the Merger, and form of the Stockholder Written Consent to consummate the TransactionsMergers and the other Transactions to which the Company is a party. The execution and delivery of this Agreement and and, upon receipt of the Acquisition Corp. Stock Option Agreement and Stockholder Written Consents immediately following the execution of this Agreement, the consummation of the Merger Mergers and the other Transactions to which the Company is a party have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company. This Agreement has been duly executed and delivered by the Company are necessary to authorize and, assuming the Company's due execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, with respect to this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon andother parties hereto, with respect to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. Acts). This Agreement and the Acquisition Corp. Stock Option Agreement have been duly and validly executed and delivered by the Company, and (assuming this Agreement constitutes a valid and binding obligation of Acquisition Corp. and Parent) constitute the valid and binding obligation of the Company, Company enforceable against the Company in accordance with their termsits terms subject only to the effect, if any, of (i) applicable bankruptcy and other similar applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies (the “Enforceability Exceptions”). The Company Committee, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Company Committee, has (i) approved this Agreement, the Mergers and the other Transactions to which the Company is a party and determined that this Agreement, the Mergers and the other Transactions, including the Mergers, upon the terms and subject to the conditions set forth herein, is advisable and in the best interests of the Company and the holders of Company Capital Stock and in accordance with the provisions of applicable bankruptcyLaws and the Company Governing Documents and (ii) has submitted this Agreement to the holders of Company Capital Stock for the purpose of adoption and unanimously recommended that the holders of Company Capital Stock adopt this Agreement. Except for the Requisite Stockholder Approvals, insolvency, reorganization, moratorium no other vote or approval of the holders of any class or series of capital stock or other similar laws relating to creditors' rights generally and to general principles of equity. Upon consummation Equity Interests of the TransactionsCompany is necessary to approve or adopt this Agreement, Parent will own all the Mergers and the other Transactions to which the Company is a party. The Company and the Sellers have the right to duly, validly and irrevocably invoke the drag-along right set forth in Section 3 of the outstanding capital stock Company Voting Agreement and have complied with and satisfied all requirements set forth therein, including, without limitation, the approval of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effectElecting Holders.

Authority Relative to this Agreement. The Company has the requisite corporate Each of Apex and Merger Subs have all necessary power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option AgreementAncillary Agreements to which it is a party, to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, thereunder and to consummate the Transactions. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement Ancillary Agreements to which it is a party by each of Apex and Merger Subs and the consummation by each of Apex and Merger Subs of the Merger and the other Transactions Transactions, have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Apex or Merger Subs are necessary to authorize this Agreement, the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement Ancillary Agreements to which it is party or to consummate the Transactions (other than, than (a) with respect to this Agreement and the MergerMergers, the approval and adoption of this Agreement and the Merger by the holders of a majority of the then-outstanding shares of Apex Capital Stock and by the holders of a majority of the then outstanding shares of Merger Sub Common Shares entitled to vote thereon andStock, with respect to the Merger, and the filing or and recordation of appropriate merger documents as required by the Tenn. ActsDGCL and the DLLCA, and (b) with respect to the issuance of Apex Common Stock and the Amended and Restated Apex Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of Apex Capital Stock). This Agreement and the Acquisition Corp. Stock Option Agreement have Ancillary Agreements to which it is a party has been duly and validly executed and delivered by Apex and Merger Subs and, assuming due authorization, execution and delivery by the Company, and (assuming this Agreement constitutes a legal, valid and binding obligation of Acquisition Corp. Apex and Parent) constitute the valid and binding obligation of the Companyeach Merger Sub, enforceable against the Company Apex and each Merger Sub in accordance with their terms, its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and to general principles of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effectRemedies Exceptions.

Authority Relative to this Agreement. The Company Each of the Seller and National Grid NE has the requisite full corporate power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option AgreementAncillary Agreements to which it is a party and, to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, subject to the approval of this Agreement and the Merger by the holders of a majority satisfaction of the outstanding Common Shares entitled to vote thereon with respect to the Mergerclosing conditions, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and and, to the Acquisition Corp. Stock Option Agreement extent applicable, the Ancillary Agreements and the consummation of the Merger transactions contemplated hereby and the other Transactions thereby have been duly and validly authorized by all necessary corporate action the Board of Directors of the Seller and the Managers of National Grid NE, and no other corporate proceedings on the part of the Company Seller or National Grid NE are necessary to authorize the Company's execution and delivery of this Agreement or and the Acquisition Corp. Stock Option Agreement Ancillary Agreements or to consummate the Transactions (other than, with respect to this transactions contemplated hereby and thereby. This Agreement and the MergerAncillary Agreements, to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon andextent applicable, have been or, with respect to the MergerAncillary Agreements to be delivered at Closing, the filing or recordation of appropriate merger documents as required by the Tenn. Acts). This Agreement and the Acquisition Corp. Stock Option Agreement have been will be at Closing, duly and validly executed and delivered by the CompanySeller and National Grid NE, and (assuming that this Agreement constitutes a and the Ancillary Agreements constitute valid and binding obligation agreements of Acquisition Corp. and Parent) the Buyer, constitute, or, with respect to the Ancillary Agreements to be delivered at Closing, will constitute the at Closing, valid and binding obligation agreements of the CompanySeller and National Grid NE, as applicable, enforceable against the Company Seller and National Grid NE in accordance with their terms, subject to except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting or relating to enforcement of creditors' ’ rights generally and to or general principles of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effect.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution, subject, with respect to this Agreement, to the approval delivery and performance of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactions. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement Company and the consummation by the Company of the Merger and the other Transactions transactions contemplated hereby 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 the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to than approval of the Merger and this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Shares entitled to vote thereon andStock (the "Company Requisite Vote"), with respect to the Merger, and the filing or recordation with the Secretary of appropriate merger documents State of the State of Minnesota of the Articles of Merger as required by the Tenn. ActsMBCA). This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by the CompanyCompany and, assuming the due authorization, execution and (assuming this Agreement delivery hereof by Parent and Merger Sub, constitutes a valid and binding obligation of Acquisition Corp. and Parent) constitute the legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting creditors' rights generally generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing and subject further to general principles of equity. Upon consummation the approval of the Transactions, Parent will own all Merger and this Agreement by the Company Requisite Vote. The only vote of the outstanding capital stock shareholders of the Company, including all Company required to approve this Agreement and the Merger is the Company Requisite Vote. The Board of Directors of the outstanding Common SharesCompany has approved and taken all corporate action required to be taken by the Board of Directors for the consummation by the Company of the Merger. As of the date hereof, the Company's Board of Directors has adopted resolutions (i) approving and declaring advisable this Agreement, determining that the Merger is advisable and that the terms of the Merger are fair to, and all Options shall have been cancelled in the best interests of, the Company's shareholders, and be (ii) recommending that the shareholders of no further force or effectthe Company adopt this Agreement and the Merger.

Authority Relative to this Agreement. The Company Each of Parent, Holdco and Merger Sub has the requisite corporate all necessary power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreementancillary agreements, to perform its respective obligations hereunder and thereunder, subject, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactions. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement any ancillary agreement by Parent, Holdco and Merger Sub and the consummation by Parent, Holdco and Merger Sub of the Merger and the other Transactions have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent, Holdco or Merger Sub are necessary to authorize the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement any ancillary agreement, or to consummate the Transactions (other than, with respect to this Agreement the Mergers and the MergerShare Issuance, the approval of this Agreement each of the Mergers and the Merger Share Issuance by the holders of a majority of the outstanding shares of Parent Common Shares Stock present and entitled to vote thereon andat the Parent Stockholders’ Meeting, and with respect to the MergerMergers, the filing or and recordation of appropriate merger documents as required by the Tenn. ActsDGCL and BCA). This Agreement and the Acquisition Corp. Stock Option Agreement have each applicable ancillary agreement has been duly and validly executed and delivered by Parent, Holdco and Merger Sub and, assuming due authorization, execution and delivery by the Company, and (assuming this Agreement constitutes a legal, valid and binding obligation of Acquisition Corp. each of Parent, Holdco and Parent) constitute the valid and binding obligation of the CompanyMerger Sub, enforceable against the Company each of Parent, Holdco and Merger Sub in accordance with their its terms, subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including, without limitation, all Laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to Laws affecting creditors' ’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effect).

Authority Relative to this Agreement. The Company Each of Parent and ------------------------------------ Acquisition has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each of the Acquisition Corp. Stock Option Agreementother Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, to the approval of under this Agreement and the Merger by the holders of a majority each of the outstanding Common Shares entitled other Transaction Documents to vote thereon with respect to the Merger, which it is a party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents to which Parent or Acquisition Corp. Stock Option Agreement is a party, and the consummation of the Merger transactions contemplated hereby and the other Transactions thereby, have been duly and validly authorized by all necessary corporate action the executive committee of the board of directors of Parent and by the board of directors of Acquisition and by Parent as the sole stockholder of Acquisition, and no other corporate proceedings on the part of the Company Parent or Acquisition are necessary to authorize the Company's execution and delivery of this Agreement or any of the Acquisition Corp. Stock Option Agreement other Transaction Documents to which it is a party or to consummate the Transactions (other than, with respect to this Agreement transactions contemplated hereby and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. Acts)thereby. This Agreement and each of the other Transaction Documents to which Parent or Acquisition Corp. Stock Option Agreement is a party have been duly and validly executed and delivered by each of Parent and Acquisition and constitute, assuming the Companydue authorization, execution and (assuming this Agreement constitutes a valid delivery hereof by the other parties hereto and thereto, the valid, legal and binding obligation agreements of each of Parent and Acquisition Corp. and Parent) constitute the valid and binding obligation of the Company, enforceable against the Company each of Parent and Acquisition in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and or to general principles of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effect.

Authority Relative to this Agreement. The Company has the requisite Each of Switchback and Merger Sub have all necessary corporate power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactionshereunder. The execution and delivery of this Agreement by each of Switchback and the Acquisition Corp. Stock Option Agreement Merger Sub and the consummation by each of Switchback and Merger Sub of the Merger and the other Transactions have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Switchback or Merger Sub are necessary to authorize the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, than (a) with respect to this Agreement and the Merger, the approval and adoption of this Agreement and the Merger by the holders of a majority of the then-outstanding shares of Switchback Common Shares entitled to vote thereon andStock and by the holders of a majority of the then outstanding shares of Merger Sub Common Stock, with respect to the Merger, and the filing or and recordation of appropriate merger documents as required by the Tenn. ActsDGCL, and (b) with respect to the issuance of Switchback Class A Common Stock and the amendment and restatement of the Switchback Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of Switchback Common Stock). This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by Switchback and Merger Sub and, assuming due authorization, execution and delivery by the Company, and (assuming this Agreement constitutes a legal, valid and binding obligation of Acquisition Corp. and Parent) constitute the valid and binding obligation of the CompanySwitchback or Merger Sub, enforceable against the Company Switchback or Merger Sub in accordance with their terms, its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally the Remedies Exceptions. The Switchback Board has approved this Agreement and to general principles of equity. Upon consummation of the Transactions, Parent will own all and such approvals are sufficient so that the restrictions on business combinations set forth in the Switchback Certificate of Incorporation shall not apply to the Merger, this Agreement, any Ancillary Agreement or any of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effectother Transactions.

Authority Relative to this Agreement. The Company Each of the Seller and the ------------------------------------ Seller Subsidiaries has the requisite full corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, Ancillary Agreements to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of which it is a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement Ancillary Agreements and the consummation of the Merger transactions contemplated hereby and the other Transactions thereby have been duly and validly authorized by all necessary corporate action the board of directors of each of the Seller and the Seller Subsidiaries and no other corporate or limited liability company, as applicable, proceedings on the part of the Company Seller or any of the Seller Subsidiaries are necessary to authorize the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement Ancillary Agreements or to consummate the Transactions (other than, with respect to this Agreement transactions contemplated hereby and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. Acts)thereby. This Agreement and the Acquisition Corp. Stock Option Agreement Ancillary Agreements to which it is a party have been duly and validly executed and delivered by each of the CompanySeller and the Seller Subsidiaries, and (assuming that this Agreement constitutes a and the Ancillary Agreements constitute valid and binding obligation agreements of Acquisition Corp. the Buyer, subject to the receipt of the Seller Required Regulatory Approvals and Parent) the Buyer Required Regulatory Approvals, constitute the valid and binding obligation agreements of the Companyeach such party, enforceable against the Company such party in accordance with their terms, subject to except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and to or general principles of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effect.

Authority Relative to this Agreement. The Company Each of Parent, Merger Sub and Second Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, and, subject to obtaining the necessary approvals of the stockholders of each of Merger Sub and the Acquisition Corp. Stock Option AgreementSecond Merger Sub, to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent, Merger Sub and the Acquisition Corp. Stock Option Agreement Second Merger Sub and the consummation by each of Parent, Merger Sub and Second Merger Sub of the Merger and the other Transactions transactions contemplated 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 Parent, Merger Sub or Second Merger Sub are necessary to authorize the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions Merger and the other transactions contemplated by this Agreement (other than, with respect to this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, than with respect to the Merger, the filing or and recordation of appropriate merger documents as required by the Tenn. ActsDGCL). This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by each of Parent, Merger Sub and Second Merger Sub and, assuming the due authorization, execution and delivery by the Company, and (assuming this Agreement constitutes a legal, valid and binding obligation of Acquisition Corp. each of Parent, Merger Sub and Parent) constitute the valid and binding obligation of the CompanySecond Merger Sub, enforceable against the Company each of Parent, Merger Sub and Second Merger Sub in accordance with their its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar laws relating to Laws affecting creditors' ’ rights generally and subject, as to enforceability, to the effect of general principles of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effect.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunderand, subject, with respect to this Agreement, subject to the approval adoption of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Mergerthereon, and to consummate the TransactionsTransactions pursuant to the UBCA. The Company Board, at a meeting duly called and held, has unanimously (i) declared the advisability of this Agreement and approved this Agreement and (ii) resolved to recommend that the shareholders of the Company approve and adopt this Agreement. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement and the consummation of the Merger and 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 the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, with respect to this Agreement and than the Merger, the approval adoption of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to (the Merger, "Shareholder Approval") and the filing or recordation of appropriate merger documents as required by the Tenn. ActsUBCA). This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by the Company, and (assuming this Agreement constitutes a valid and binding obligation of Acquisition Corp. Merger Sub and Parent) constitute constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and to general principles of equity. Upon consummation The Company has no reason to believe that it will be unable to satisfy, on a timely basis, any material term or condition to be satisfied by it or any of its affiliates relating to the sale-leaseback of the Transactions, Parent will own all real property of the outstanding capital stock of Company described in the Company, including all of Debt Commitment Letters (as defined in Section 4.05) (the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effect"Sale-Leaseback").

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunderhereunder, subject, with respect to this Agreement, subject to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Company Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactions. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement and the consummation of the Merger and 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 the Company's ’s execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, with respect to this Agreement and the Merger, than the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Company Shares entitled to vote thereon and, with respect to the Merger, and the filing or recordation of appropriate merger documents as required by the Tenn. ActsCertificate of Merger). This Agreement and the Acquisition Corp. Stock Option Agreement have been duly and validly executed and delivered by the Company, and (assuming this Agreement constitutes a valid and binding obligation of Acquisition Corp. and Parent) constitute constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' ’ rights generally and to general principles of equity. Upon consummation of the Transactions, (i) Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Company Shares, and (ii) all Options shall have been cancelled and be of no further force or effect, and (iii) all Warrants that have an exercise price per Common Share less than the Merger Consideration shall have become exercisable for the Warrant Consideration.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunderand, subject, with respect subject to this Agreement, to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the MergerCompany Requisite Vote (as defined below), and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and by the Acquisition Corp. Stock Option Agreement Company, the performance by the Company of its obligations hereunder, and the consummation by the Company of the Merger and the other Transactions transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary pursuant to the Charter or the MGCL to authorize the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions Merger and the other transactions so contemplated (other than, with respect to this Agreement and the Merger, than the approval of this Agreement and the Merger by the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Shares Stock entitled to vote thereon and, with respect to (the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. Acts“Company Requisite Vote”)). This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by the CompanyCompany and, assuming the due authorization, execution and (assuming this Agreement delivery hereof by Parent and Merger Sub, constitutes a valid and binding obligation of Acquisition Corp. and Parent) constitute the legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws Laws relating to or affecting creditors' ’ rights generally generally, and to general equitable principles of equity(whether considered in a proceeding in equity or at Law). Upon consummation The Company Board has (a) approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (b) declared that it is advisable and in the best interests of the Transactions, Parent will own all Company and the stockholders of the outstanding capital stock Company to consummate the Merger, and (c) resolved to recommend the approval of the Merger by the stockholders of the Company, including all . The only vote of the outstanding Common Shares, and all Options shall have been cancelled and be stockholders of no further force the Company required pursuant to the Charter or effectthe MGCL to approve the Merger is the Company Requisite Vote.

Authority Relative to this Agreement. The Each of the Company and Rose Acquisition is a limited partnership or corporation duly formed or incorporated, validly existing and in good standing under the laws of the jurisdiction of formation and has the requisite power or corporate power and authority to own, lease and operate its respective properties and carry on its business as now being conducted. Each of the Company and Rose Acquisition has all limited partnership power or corporate power, as the case may be, and authority necessary to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactionstransactions contemplated hereby. Each of the Company and Rose Acquisition is duly qualified and is authorized to do business and is in good standing as a foreign limited partnership or foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on either of the Company or Rose Acquisition, or their businesses. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement and the consummation of the Merger and the other Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action the General Partner of the Company and the Board of Directors of Rose Acquisition and no other corporate proceedings on the part of the Company or Rose Acquisition are necessary to authorize the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, with respect to this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. Acts)transactions contemplated hereby. This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by the CompanyCompany and Rose Acquisition and, and (assuming that this Agreement constitutes a valid and binding obligation agreement of Acquisition Corp. and Parent) constitute the CNL, constitutes a valid and binding obligation agreement of the Company, Company and Rose Acquisition enforceable against the Company and Rose Acquisition in accordance with their its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and to or general principles of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effect.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution, subject, with respect to this Agreement, to the approval 17 11 delivery and performance of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactions. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement Company and the consummation by the Company of the Merger and the other Transactions transactions contemplated hereby 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 the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the adoption of this Agreement by the holders of a majority in voting power of the outstanding shares of each of the Company Common Stock and the Class B Stock each voting separately as a class, if and to the extent required by applicable law (the "Company Requisite Vote"), and the filing or recordation with the Secretary of appropriate merger documents State of the State of Delaware of the Certificate of Merger as required by the Tenn. ActsDGCL). This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by the CompanyCompany and, assuming the due authorization, execution and (assuming this Agreement delivery hereof by Parent and Purchaser, constitutes a valid and binding obligation of Acquisition Corp. and Parent) constitute the legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting creditors' rights generally generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The Board of Directors of the Company at a meeting duly called and held at which all directors of the Company were present, duly and unanimously has approved this Agreement and the transactions contemplated hereby and approved, if and to general principles the extent such approval is required to effect a conversion of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock Class B Stock pursuant to the Stockholders Agreement, the conversion of the Company, including all of the outstanding Class B Stock into Company Common SharesStock pursuant to Article Fourth, and all Options shall have been cancelled and be Section A.III(e) of no further force or effectthe Restated Certificate. Subject to the applicability of Section 253 of the DGCL, the only vote of the stockholders of the Company required to adopt this Agreement is the Company Requisite Vote.

Authority Relative to this Agreement. The Company If such Seller is a corporation or limited liability company, such Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. Such Seller has the requisite corporate full power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactions. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement such other Transaction Documents by such Seller and the consummation by such Seller of the Merger Acquisition and the other Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or other action on the part of such Seller, and no other corporate or other proceedings on the part of the Company such Seller are necessary to authorize the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement such other Transaction Documents to which such Seller is a party or to consummate the Transactions (other than, with respect to this Agreement Acquisition and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. Acts)transactions contemplated hereby. This Agreement has been, and the Acquisition Corp. Stock Option Agreement have been such other Transaction Documents to which such Seller is a party will be duly and validly executed and delivered by the Companysuch Seller and, assuming due authorization, execution and delivery by Purchaser, this Agreement constitutes, and (assuming this Agreement constitutes each other Transaction Document to which such Seller is a party upon execution will constitute, a legal, valid and binding obligation of Acquisition Corp. and Parent) constitute the valid and binding obligation of the Companysuch Seller, enforceable against the Company such Seller in accordance with their its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganizationfraudulent conveyance, moratorium reorganization or other similar laws relating to 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. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effect).

Authority Relative to this Agreement. The Company has the requisite corporate Each of Pensare and Merger Sub have all necessary power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactions. The execution and delivery of this Agreement by each of Pensare and the Acquisition Corp. Stock Option Agreement Merger Sub and the consummation by each of Pensare and Merger Sub of the Merger and the other Transactions Transactions, have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Pensare or Merger Sub are necessary to authorize the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, (a) with respect to this Agreement and the Merger, the approval and adoption of this Agreement and the Merger by the holders of a majority of the then-outstanding shares of Pensare Common Shares entitled to vote thereon andStock and by the holders of a majority of the then-outstanding shares of Merger Sub Common Stock, with respect to the Merger, and the filing or and recordation of appropriate merger documents as required by the Tenn. ActsDGCL, and (b) with respect to the issuance of Pensare Common Stock and the amendment and restatement of the Pensare Certificate of Incorporation pursuant to this Agreement, the approval of majority of the then-outstanding shares of Pensare Common Stock). This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by Pensare and Merger Sub and, assuming due authorization, execution and delivery by the Company, and (assuming this Agreement constitutes a legal, valid and binding obligation of Acquisition Corp. and Parent) constitute the valid and binding obligation of the CompanyPensare or Merger Sub, enforceable against the Company Pensare or Merger Sub in accordance with their terms, its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and to general principles of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effectRemedies Exceptions.

Authority Relative to this Agreement. The Company GranCare has the requisite full ------------------------------------ corporate power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option AgreementDistribution Agreement and, to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, to upon obtaining the approval of this Agreement and the Merger by the holders of a majority of the outstanding shares of GranCare Common Shares entitled Stock at the Special Meeting or or adjournment thereof, as may be required by the California Act to vote thereon with respect to consummate the Merger, the Distribution and to consummate complete the Transactionsother transactions contemplated hereby. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Distribution Agreement and the consummation of the Merger Merger, the Distribution and the other Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action the Board of Directors of GranCare and no other corporate proceedings on the part of the Company GranCare are necessary to authorize the Company's execution and delivery of this Agreement or and the Acquisition Corp. Stock Option Distribution Agreement or to consummate the Transactions Merger, the Distribution and the other transactions contemplated hereby (other than, with respect to this Agreement the Merger and the MergerDistribution, the approval of this Agreement and the Merger by the holders of a majority of the outstanding shares of GranCare Common Shares entitled to vote thereon Stock at the Special Meeting or any adjournment thereof as required by the California Act and, with respect to the MergerDistribution, the filing or recordation of appropriate merger documents as required declaration by the Tenn. ActsGranCare Board of Directors of the Distribution). This Agreement and the Acquisition Corp. Stock Option Distribution Agreement have been duly and validly executed and delivered by GranCare and, assuming, in the Company, and (assuming case of this Agreement constitutes a and the Distribution Agreement, the due authorization, execution and delivery of each such agreement by Vitalink, constitute valid and binding obligation agreements of Acquisition Corp. and Parent) constitute the valid and binding obligation of the CompanyGranCare, enforceable against the Company GranCare in accordance with their terms, subject except to the extent that their enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to affecting the enforcement of creditors' rights generally and to or by general principles of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effectequitable principles.

Authority Relative to this Agreement. The Company Subject to the applicable provisions of the Bankruptcy Code, Seller has the requisite all necessary corporate power and or similar authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreementother Transaction Documents to which it is a party and, to perform its obligations hereunder upon entry and thereunder, subject, with respect to this Agreement, to the approval of this Agreement and the Merger by the holders of a majority effectiveness of the outstanding Common Shares entitled to vote thereon Sale Order, in accordance with respect to the Mergerterms hereof, and will have all necessary corporate or similar authority to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement other Transaction Documents to which Seller is party and the consummation of the Merger transactions contemplated hereby and the other Transactions thereby have been duly and validly authorized by all necessary corporate action the board of directors or equivalent governing body of Seller, and no other corporate or similar proceedings on the part of the Company Seller are necessary to authorize the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement other Transaction Documents to which it is party or to consummate the Transactions (other than, with respect to this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the filing transactions contemplated hereby or recordation of appropriate merger documents as required by the Tenn. Acts)thereby. This Agreement has been duly and validly executed and delivered by Seller, and, upon their execution and delivery in accordance with the Acquisition Corp. Stock Option Agreement terms of this Agreement, each of the other Transaction Documents to which Seller is party will have been duly and validly executed and delivered by the CompanySeller, and (assuming that this Agreement constitutes a and the other Transaction Documents to which it is party constitute valid and binding obligation agreements of Acquisition Corp. Buyer to the extent that it is a party thereto, and, subject to the entry and Parent) effectiveness of the Sale Order and the execution and delivery of such other Transaction Documents in accordance with the terms hereof, this Agreement and the other Transaction Documents to which Seller is a party constitute the valid and binding obligation agreements of the CompanySeller thereto, enforceable against the Company Seller in accordance with their terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting or relating to enforcement of creditors' ’ rights generally and to or general principles of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effect.

Authority Relative to this Agreement. The Company Purchaser has the requisite all necessary corporate or similar power and authority to execute execute, deliver and deliver perform this Agreement and the Acquisition Corp. Stock Option Agreement, Ancillary Agreements and to perform its obligations hereunder and thereunder, subject, with respect to this Agreement, to consummate the approval of transactions contemplated by this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactions. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement and the consummation of the Merger and 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 the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, with respect to this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. Acts)Ancillary Agreements. This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by Purchaser, and, assuming the Companydue authorization, execution and (assuming delivery of this Agreement constitutes by Seller, will constitute a valid valid, legal and binding obligation agreement of Acquisition Corp. and Parent) constitute the valid and binding obligation of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with their its terms, and each Ancillary Agreement when executed and delivered by Purchaser, and, assuming the due authorization, execution and delivery of each such Ancillary Agreement, by Seller, will constitute, a valid, legal and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcythe Enforceability Exceptions. Except for votes or approvals that have been obtained as of the date hereof, insolvency, reorganization, moratorium no vote or other approval of the equityholders of Purchaser is required in connection with the execution, delivery or performance of this Agreement and the Ancillary Agreements or to consummate the transactions contemplated by this Agreement and the Ancillary Agreements in accordance with the terms hereof and thereof, whether by reason of applicable Law, the organizational documents of Purchaser, the rules or requirements of any securities exchange, or otherwise. Purchaser has taken (or, in the case of the Ancillary Agreements to be entered into after the date hereof, shall take) all corporate or similar laws relating action necessary to creditors' rights generally execute, deliver and perform this Agreement and the Ancillary Agreements to which it is or will be a party and to general principles of equity. Upon consummation of consummate the Transactions, Parent will own all of transactions contemplated by this Agreement and the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effectAncillary Agreements.

Authority Relative to this Agreement. The Company Each of Parent and Sub has the requisite corporate partnership or corporate, as applicable, power and authority to execute and deliver enter into this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution, subject, with respect to this Agreement, to the approval delivery and performance of this Agreement by each of Parent and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactions. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement Sub and the consummation by each of Parent and Sub of the Merger and the other Transactions transactions contemplated hereby have been duly and validly authorized approved by all necessary partnership or corporate action action, as applicable, and by Parent in its capacity as the sole shareholder of Sub, and no other corporate proceedings on the part of the Company Parent or Sub or Sub's shareholders are necessary to authorize the Company's execution execution, delivery and delivery performance of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, with respect to this Agreement by Parent and Sub and the Mergerconsummation by Parent and Sub of the transactions contemplated hereby. Notwithstanding the foregoing, further action may be necessary to authorize the approval issuance of this Agreement shares of Sub Preferred Stock pursuant to the Preferred Stock Commitment Letters (as defined in Section 4.07) and to authorize the definitive agreements and documents relating to the Sub Preferred Stock (the "Definitive Preferred Stock Agreements") and the Merger by Definitive Debt Financing Agreements (as defined in Section 6.14(a)) and the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect transactions contemplated thereby and any such necessary action shall be taken prior to the Merger, the filing or recordation of appropriate merger documents as required by the Tenn. Acts)Closing. This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, and (assuming this Agreement constitutes a legal, valid and binding obligation of Acquisition Corp. each of Parent and Parent) constitute the valid and binding obligation of the Company, Sub enforceable against the Company each of Parent and Sub in accordance with their its terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to affecting the enforcement of creditors' rights generally and to by general equitable principles (regardless of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Shares, and all Options shall have been cancelled and be of no further force whether such enforceability is considered in a proceeding in equity or effectat law).

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunderand, subject, with respect to this Agreement, subject to the approval adoption of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Mergerthereon, and to consummate the TransactionsTransactions pursuant to the UBCA. The Company Board, at a meeting duly called and held, has unanimously (i) declared the advisability of this Agreement and approved this Agreement and (ii) resolved to recommend that the shareholders of the Company approve and adopt this Agreement. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement and the consummation of the Merger and 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 the Company's ’s execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (other than, with respect to this Agreement and than the Merger, the approval adoption of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to (the Merger, “Shareholder Approval”) and the filing or recordation of appropriate merger documents as required by the Tenn. ActsUBCA). This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by the Company, and (assuming this Agreement constitutes a valid and binding obligation of Acquisition Corp. Merger Sub and Parent) constitute constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' ’ rights generally and to general principles of equity. Upon consummation The Company has no reason to believe that it will be unable to satisfy, on a timely basis, any material term or condition to be satisfied by it or any of its affiliates relating to the sale-leaseback of the Transactions, Parent will own all real property of the outstanding capital stock of Company described in the Company, including all of Debt Commitment Letters (as defined in Section 4.05) (the outstanding Common Shares, and all Options shall have been cancelled and be of no further force or effect“Sale-Leaseback”).

Authority Relative to this Agreement. The Company (a) Each of FIND and Merger-Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and all of the Acquisition Corp. Stock Option Agreement, other agreements with respect to perform its obligations hereunder and thereunder, subjectthe Transactions in relation to which it is contemplated as a party under this Agreement and, with respect to this Agreementthe Merger, to upon the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled FIND Stockholders as may be required under applicable Law or otherwise in accordance with this Agreement, to vote thereon with respect to the Merger, perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement and all of the Acquisition Corp. Stock Option Agreement other agreements by FIND and Merger-Sub and the consummation by FIND and Merger-Sub of the Merger and 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 FIND or Merger-Sub are necessary to authorize the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions (Transactions, other than, with respect to this Agreement and the Merger, the approval of this Agreement and the Merger Transactions by the holders of a majority FIND Stockholders in accordance with applicable Law and the filing and recordation of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the filing or recordation of appropriate merger documents Merger Certificate as required by with the Tenn. Acts)Secretary of States of each of Nevada, Florida, and Delaware in accordance with this Agreement and applicable Law. This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by each of FIND and Merger-Sub, and, assuming the Companydue authorization, execution and delivery of this Agreement by the FIND Principal Stockholder, and (assuming this Agreement TRC, constitutes a legal, valid and binding obligation of Acquisition Corp. each of FIND and Parent) constitute the valid and binding obligation of the CompanyMerger-Sub, enforceable against the Company FIND and Merger-Sub in accordance with their its terms, subject to except as the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting or relating to creditors' ’ rights generally and to general principles of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock of the Company, including all of the outstanding Common Sharesgenerally, and all Options shall have been cancelled (ii) the availability of injunctive relief and be of no further force or effectother equitable remedies.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the Acquisition Corp. Stock Option Agreement, to perform its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution, subject, with respect to this Agreement, to the approval delivery and performance of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon with respect to the Merger, and to consummate the Transactions. The execution and delivery of this Agreement and the Acquisition Corp. Stock Option Agreement Company and the consummation by the Company of the Merger and the other Transactions transactions contemplated hereby 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 the Company's execution and delivery of this Agreement or the Acquisition Corp. Stock Option Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to this Agreement and the Merger, the approval of this Agreement and the Merger by the holders of a majority of the outstanding Common Shares entitled to vote thereon and, with respect to the Merger, the adoption of this Agreement by the holders of a majority in voting power of the outstanding shares of each of the Company Common Stock and the Class B Stock each voting separately as a class, if and to the extent required by applicable law (the "Company Requisite Vote"), and the filing or recordation with the Secretary of appropriate merger documents State of the State of Delaware of the Certificate of Merger as required by the Tenn. ActsDGCL). This Agreement and the Acquisition Corp. Stock Option Agreement have has been duly and validly executed and delivered by the CompanyCompany and, assuming the due authorization, execution and (assuming this Agreement delivery hereof by Parent and Purchaser, constitutes a valid and binding obligation of Acquisition Corp. and Parent) constitute the legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with their its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting creditors' rights generally generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The Board of Directors of the Company at a meeting duly called and held at which all directors of the Company were present, duly and unanimously has approved this Agreement and the transactions contemplated hereby and approved, if and to general principles the extent such approval is required to effect a conversion of equity. Upon consummation of the Transactions, Parent will own all of the outstanding capital stock Class B Stock pursuant to the Stockholders Agreement, the conversion of the Company, including all of the outstanding Class B Stock into Company Common SharesStock pursuant to Article Fourth, and all Options shall have been cancelled and be Section A.III(e) of no further force or effectthe Restated Certificate. Subject to the applicability of Section 253 of the DGCL, the only vote of the stockholders of the Company required to adopt this Agreement is the Company Requisite Vote.