Common use of Authority Clause in Contracts

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law). This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger, subject, in the case of the consummation of the Merger and if required by Law, to obtaining the Company Stockholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect to in the Mergercase of the consummation of the Merger and if required by Law, the Company Stockholder Approval (if required by applicable Law)and the filing of the Certificate of Merger with the Secretary of the State of Delaware. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken Board, at a meeting duly called and held at which all appropriate actions so directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the restrictions on business combinations contained terms of this Agreement, the Offer, the Merger and the other transactions contemplated hereby are fair to and in Section 203 the best interests of the DGCL will not apply with respect to or as a result of the execution of Company’s stockholders, (ii) approving and declaring advisable this Agreement or the Support Agreements or the consummation of and the transactions contemplated hereby or therebyhereby, including the Offer and the Merger, without any further action on (iii) directing that this Agreement be submitted to the part stockholders of the Company for adoption and approval (unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 1.7) and (iv) resolving to recommend that the Company’s stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to accept the Offer, tender their shares pursuant to the Offer and vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby, including the Offer and the Merger (if required by applicable Law), which resolutions have not been subsequently rescinded, modified or withdrawn in any other transaction contemplated way, except as may be permitted by this Agreement or the Support AgreementsAgreement.

Authority. (a) The Company has all necessary corporate requisite power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, including subject, in the Offer and case of consummation of the Merger, to obtaining Company Shareholder Approval (as defined below) as contemplated in Section 6.2. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and no further action is required on the part of the Company to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby, subject only to obtaining the Company Shareholder Approval and the issuance of the Certificate of Merger by the Companies Registrar pursuant to Israeli Law. The vote of the Company’s shareholders that is required by the Company Charter Documents, by applicable Legal Requirements and by any applicable Contracts between the Company and any of its shareholders, to approve and adopt this Agreement, and approve the Merger and the consummation transactions contemplated hereby by the Company shareholders is set forth in Section 3.3(a) of the Company Disclosure Letter (such required vote set forth on Section 3.3(a) of the Company Disclosure Letter, the “Company Shareholder Approval”). The Board of Directors of the Company has, by resolution adopted by unanimous vote at a meeting of all Directors of the Company duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that the Merger is fair to, and in the best interests of, the Company and its shareholders, and declared the Merger to be advisable, (ii) made all other affirmative determinations required to be made by it in connection with this Agreement and the Merger under Israeli Law, (iii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on (iv) recommended that the part shareholders of the Company approve and no stockholder votes are necessary to authorize adopt this Agreement or to consummate Agreement, and approve the Merger and the other transactions contemplated hereby other thanhereby, with respect and directed that such matter be submitted to the Merger, Company’s shareholders at the Company Stockholder Approval (if required by applicable Law)Shareholders’ Meeting. This Agreement has been duly authorized and validly executed and delivered by the Company and, and assuming due authorization, execution and delivery by Parent and the PurchaserMerger Sub, constitutes a legal, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion general principles of the court before which any proceeding therefor may be broughtequity. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company Except for such authorizations required by the Bankruptcy Court, the Seller has all necessary corporate power and authority to execute and deliver deliver, and to cause the Seller Parties to execute and deliver, as applicable, this Agreement, the Related Agreements and each certificate and other instrument required hereby to be executed and delivered by the Seller or the other Seller Parties and to perform its obligations hereunder and thereunder and to consummate the Acquisition and the other transactions contemplated herebyhereby and thereby. Except for such authorizations required by the Bankruptcy Court, including the Offer execution, delivery and performance by the Merger. The execution and delivery Seller, the other Seller Parties, as applicable, of this Agreement by Agreement, the Company Related Agreements and each certificate and other instrument required to be executed and delivered pursuant hereto, and the consummation by the Company Seller Parties of the Acquisition and the other transactions contemplated herebyhereby and thereby, including the Offer and the Mergeras applicable, have been duly and validly authorized by all necessary corporate action, and no other action on the part of such Seller Parties. No corporate proceedings on the part of the Company and no stockholder votes Seller are necessary to authorize this Agreement Agreement, the Related Agreements or any other certificate or instrument required to be executed and delivered by the Seller or the other Seller Parties, as applicable, pursuant hereto or to consummate the Acquisition or any other transactions contemplated hereby other thanor thereby. Except for such authorizations required by the Bankruptcy Court, with respect to the Mergerthis Agreement, the Company Stockholder Approval (if Related Agreements and each certificate and other instrument required to be executed and delivered by applicable Law). This Agreement the Seller pursuant hereto, as applicable, has been duly authorized and validly executed and delivered by the Company Seller, as applicable, and, assuming the due authorization, execution and delivery by Parent and the PurchaserBuyer, as applicable, constitutes a legal, valid and binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with its terms, except that (i) such enforcement may be subject to applicable (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors or other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generally generally; and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 rules of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or therebylaw governing specific performance, including the Offer injunctive relief and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offerequitable remedies (collectively, the Merger or any other transaction contemplated by this Agreement or the Support Agreements“Bankruptcy and Equity Exceptions”).

Authority. (a) The Company Foamix has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and, subject to obtaining Foamix Shareholder Approval (as defined below) in connection with this Agreement and the Merger, to consummate the Merger and the other transactions contemplated hereby, including the Offer hereby and the Mergerthereby. The execution execution, delivery and delivery performance by Foamix of this Agreement by and the Company other Transaction Agreements to which it is a party and the consummation by the Company Foamix of the Merger and the other transactions contemplated hereby, including the Offer hereby and the Mergerthereby, have been duly and validly authorized by all necessary corporate action, action on the part of Foamix and no other corporate proceedings on the part of the Company and no stockholder votes Foamix are necessary to authorize this Agreement and the other Transaction Agreements to which it is a party or to consummate the Merger or the other transactions contemplated hereby and thereby (other thanthan obtaining Foamix Shareholder Approval, filing appropriate merger documents and obtaining a Certificate of Merger from the Israeli Registrar of Companies as required by the Companies Law). Each of this Agreement and the other Transaction Agreements to which it is a party has been, or prior to the Effective Time with respect to the MergerAgreements not yet entered into, the Company Stockholder Approval (if required by applicable Law). This Agreement has been will be, duly authorized and validly executed and delivered by the Company Foamix and, assuming the due authorization, execution and delivery by Parent the other parties hereto and thereto, constitutes, or prior to the PurchaserEffective Time will constitute, constitutes a legal, valid and binding obligation of the Company, Foamix enforceable against the Company Foamix in accordance with its termsterms subject, except that (i) such as to enforcement may be subject of remedies, to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting creditors’ the rights and remedies of creditors generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion effect of the court before which any proceeding therefor may be broughtgeneral principles of equity. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as Foamix Board, at a result of the execution of meeting duly called and held, duly and unanimously adopted resolutions (i) approving this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or therebyAgreement, including the Offer and the Merger, without any further action on the part Contingent Stock Rights Agreement and the other transactions contemplated by this Agreement, (ii) determining that this Agreement is advisable and that the terms of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the OfferMerger, the Merger or any Contingent Stock Rights Agreement and the other transaction transactions contemplated by this Agreement or are fair to and in the Support Agreementsbest interests of Foamix and its stockholders, (iii) determining that considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of Foamix to its creditors, and (iv) recommending that Foamix’s shareholders adopt this Agreement, the Merger and the other transactions contemplated by this Agreement and the Contingent Stock Rights Agreement. (c) Barclays Bank PLC (“Foamix Financial Advisor”) has delivered to the Foamix Board its opinion to the effect that, as of the date of such opinion and based on the assumptions, qualifications and limitations contained therein, the Merger Consideration to be offered to Foamix’s shareholders is fair, from a financial point of view, to the holders of Foamix Shares. Foamix will make available to Menlo a correct and complete copy of the form of such opinion solely for informational purposes after receipt thereof by Foamix.

Authority. (ai) The Company has all necessary corporate the requisite power and authority to execute and deliver this Agreement on behalf of the Borrower and each of the other Loan Documents which are required to be executed on behalf of the Borrower as required by this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution Company is the Person who has executed this Agreement and such other Loan Documents on behalf of the Borrower and is the sole general partner of the Borrower. (ii) The execution, delivery and performance of each of the Loan Documents which must be executed in connection with this Agreement by the Company Borrower and to which the Borrower is a party and the consummation by the Company of the transactions contemplated hereby, including thereby are within the Offer and the MergerBorrower's partnership powers, have been duly and validly authorized by all necessary partnership action (and, in the case of the Company acting on behalf of the Borrower in connection therewith, all necessary corporate action, action of the Company) and no such authorization has not been rescinded. No other partnership or corporate action or proceedings on the part of the Borrower or the Company and no stockholder votes are is necessary to authorize this Agreement or consummate such transactions. (iii) Each of the Loan Documents to consummate which the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law). This Agreement Borrower is a party has been duly authorized and validly executed and delivered by on behalf of the Company and, assuming due authorization, execution Borrower and delivery by Parent and constitutes the Purchaser, constitutes a Borrower's legal, valid and binding obligation of the Companyobligation, enforceable against the Company Borrower in accordance with its terms, except that (i) such enforcement as may be subject to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting creditors’ ' rights generally and (ii) the remedy or by general principles of specific performance and injunctive and other forms equity regardless of equitable relief may be subject to equitable defenses and to the discretion whether enforcement is considered in a proceeding at law or in equity. Each of the court before Loan Documents to which any proceeding therefor may Borrower is a party is in full force and effect and all the terms, provisions, agreements and conditions set forth therein and required to be brought. (b) The Company has taken all appropriate actions so that performed or complied with by the restrictions on business combinations contained in Section 203 of Company, the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer Borrower and the Merger, without any further action Borrower's Subsidiaries on or before the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions Initial Funding Date have been previously provided to Parent. No other state takeover statute performed or similar statute complied with, and no Potential Event of Default or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support AgreementsEvent of Default exists.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate Company, subject, in the transactions contemplated hereby other than, with respect to case of the Merger, to the Company Stockholder Approval (approval of this Agreement by the holders of at least a majority in combined voting power of the outstanding Shares if required by applicable Law (the “Company Requisite Vote”), and the filing with the Florida Department of State, Division of Corporations and the Secretary of State of the State of Delaware of the Articles of Merger as required by the FBCA and the Delaware General Corporation Law). The affirmative vote of a majority of the outstanding Company Common Stock is the only vote required of the Company’s capital stock necessary in connection with the approval and consummation of the Merger. No other vote of the Company’s shareholders is necessary in connection with this Agreement, the Shareholders Agreement, or the consummation of any of the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and the PurchaserMerger Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable the effects of bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws, now laws relating to or hereafter in effect, affecting creditors’ rights generally generally, general equitable principles (whether considered in a proceeding in equity or at law) and (ii) the remedy any implied covenant of specific performance good faith and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtfair dealing. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 Board of Directors of the DGCL will not apply with respect to or as Company has, by resolutions duly adopted, at a result of meeting duly called and held (i) authorized the execution execution, delivery and performance of this Agreement or the Support Agreements or the consummation and all of the transactions contemplated hereby or therebyhereby, (ii) approved, adopted and declared advisable, this Agreement and the transactions contemplated hereby, including the Offer and the Merger, without any further action on in accordance with the part FBCA, (iii) determined that the terms of this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the stockholders or Company and the shareholders of the Company, (iv) recommended that the holders of Company Common Stock accept the Offer and tender their Shares pursuant to the Offer (the “Offer Recommendation”) and that the holders of Company Common Stock approve this Agreement and the transactions contemplated hereby, including the Merger (the “Merger Recommendation”). (c) The Board of Directors of the Company Board. True has, by resolutions duly adopted at a meeting duly called and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply held, approved and declared advisable, the Shareholders Agreement and the Stock Purchase Agreement and, prior to the Offerexecution of the Shareholders Agreement and this Agreement, has taken all necessary actions to exempt the Investments Stock Purchase, the Merger or any other transaction contemplated by Shareholders Agreement and this Agreement or and the Support Agreementstransactions contemplated hereby and thereby from any and all applicable antitakeover statutes including FBCA § 607.0901 (“affiliated transactions” statute) and FBCA § 607.0902 (“control-share acquisitions” statute).

Authority. (a) The Company Seller has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, including the Offer hereby and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated herebyperform its obligations hereunder, including the Offer and the Merger, subject to obtaining any required approval of the Seller Stockholders to adopt and approve this Agreement and approve the Merger. The adoption, execution, delivery and performance of this Agreement and the approval of the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, action on the part of Seller and no other corporate proceedings on the part of the Company and no stockholder votes Seller are necessary to authorize the adoption, execution, delivery and performance of this Agreement or to consummate each of the Offer and the Merger and the other transactions contemplated hereby other thanhereby, except for the adoption and approval of this Agreement by the Seller Stockholders (if required by Law) and the filing of the Certificate of Merger with respect the Secretary of the State of Delaware. (b) The Seller Board has (i) unanimously determined and declared that this Agreement, the Transaction and each of the Offer and the Merger are advisable and the best interests of Seller and the Seller Stockholders, (ii) unanimously approved the execution, delivery and performance of this Agreement and, subject to the Mergerterms and conditions set forth herein, the Company Stockholder Approval consummation of the Offer, the Merger and the other transactions contemplated herein, and (iii) subject to Section 7.2, unanimously recommended that the Seller Stockholders accept the Offer, tender their shares of Seller Common Stock into the Offer, and, if required by applicable Law), adopt and approve this Agreement and approve the Merger. This Agreement has been duly authorized and validly executed and delivered by the Company and, Seller and (assuming due authorization, execution and delivery by Parent and Purchaser) constitutes the Purchaser, constitutes a legal, valid and binding obligation obligations of the CompanySeller, enforceable against the Company Seller in accordance with its terms, except that . (c) Seller has taken all actions necessary to: (i) such enforcement may be subject render the Rights Agreement inapplicable to applicable bankruptcythis Agreement and the Support Agreements, insolvency or other similar Lawsand the transactions contemplated by this Agreement, now or hereafter in effectthe Support Agreements, affecting creditors’ rights generally the Offer and the Merger, (ii) ensure that in connection with the remedy transactions contemplated by this Agreement and the Support Agreements (A) neither Parent nor the Purchaser is or will be an “Acquiring Person” (as defined in the Rights Agreement) and (B) none of specific performance a “Stock Acquisition Date,” a “Distribution Date,” a “Section 11(a)(ii) Event” or a “Section 13 Event” (as such terms are defined in the Rights Agreement) occurs, in each case of clauses (A) and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result B), solely by reason of the execution of this Agreement or the Support Agreements Agreements, or the consummation of the transactions contemplated hereby or therebyMerger, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction transactions contemplated by this Agreement or the Support AgreementsAgreements and (iii) provide that the “Expiration Date” (as defined in the Rights Agreement) shall occur immediately prior to the Effective Time. Except as described in this Section 5.3(c), the Rights Agreement has not been amended or modified.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger, subject to obtaining the Company Stockholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no stockholder votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, than the Company Stockholder Approval (if required by applicable Law)and the filing of the Certificate of Merger with the Secretary of the State of Delaware. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the PurchaserMerger Sub, constitutes a legal, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect At a meeting duly called and held prior to or as a result of the execution and delivery of this Agreement or Agreement, the Support Agreements or Company Board adopted resolutions by which the consummation of the transactions contemplated hereby or thereby, including Company Board (i) determined that the Offer and the Merger, without any further action on Merger and the part other transactions contemplated by this Agreement are fair to and in the best interests of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to its stockholders, (ii) approved and declared advisable this Agreement, the Offer, the Merger or any and the other transaction transactions contemplated by hereby, in accordance with the requirements of the DGCL, (iii) recommended that the Company’s stockholders vote their Shares in favor of adopting this Agreement by written consent in lieu of a meeting, (iv) resolved to recommend that the Company’s stockholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and (v) authorized the Top-Up Option, the issuance of the Top-Up Shares and the form of promissory note deliverable by Merger Sub in consideration of the Top-Up Shares, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or the Support Agreementsmodified.

Authority. (a) The Company Mountain has all necessary corporate the requisite exempted company power and authority to execute and deliver this Agreement, each of the Ancillary Documents to which Mountain is or will be a party, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer thereunder and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect and thereby. Subject to the Mergerreceipt of the Mountain Shareholder Approval, the Company Stockholder Approval (if required by applicable Law). This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement Agreement, the Ancillary Documents to which Mountain is or the Support Agreements or will be a party and the consummation of the transactions contemplated hereby or therebyand thereby have been (or, including in the Offer and case of any Ancillary Document entered into after the Mergerdate of this Agreement, without any further will be upon execution thereof) duly authorized by all necessary exempted company action on the part of Mountain. This Agreement and each Ancillary Document to which Mountain is or will be a party has been or will be upon execution thereof, duly and validly executed and delivered by Mountain and constitutes or will constitute, upon execution thereof, as applicable, a valid, legal and binding agreement of Mountain (assuming this Agreement has been and the stockholders Ancillary Documents to which Mountain is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the Company Boardother Persons party hereto or thereto, as applicable), enforceable against Mountain in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). True The Mountain Board by resolutions duly adopted at a meeting duly called and complete copies held in accordance with its Governing Documents unanimously (i) determined that this Agreement, the Ancillary Documents and the Transactions are advisable, fair to, and in the best interests of, Mountain and the holders of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply Mountain Shares, (ii) approved this Agreement, the Ancillary Documents and the Transactions in accordance with applicable law, (iii) directed that this Agreement and the Transaction Proposals be submitted to the Offer, Mountain Shareholders Meeting for approval and adoption and (iv) resolved to recommend that the Merger or any other transaction contemplated by holders of Mountain Shares approve and adopt this Agreement or and the Support AgreementsTransaction Proposals.

Authority. (a) The Company Each of Menlo and Menlo Merger Sub has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and, subject to obtaining the Menlo Stockholder Approval (as defined below) in connection with this Agreement and the Merger, to consummate the Merger and the other transactions contemplated hereby, including the Offer hereby and the Mergerthereby. The execution execution, delivery and delivery performance by each of Menlo and Menlo Merger Sub of this Agreement by and the Company other Transaction Agreements to which it is a party and the consummation by the Company each of Menlo and Menlo Merger Sub of the Merger and the other transactions contemplated hereby, including the Offer hereby and the Mergerthereby, have been duly and validly authorized by all necessary corporate action, action on the part of each of Menlo and Menlo Merger Sub and no other corporate proceedings on the part of the Company and no stockholder votes each of Menlo or Menlo Merger Sub, respectively, are necessary to authorize this Agreement and the other Transaction Agreements to which it is a party or to consummate the Merger or the other transactions contemplated hereby and thereby (other thanthan obtaining the Menlo Stockholder Approval and the filing appropriate merger documents and obtaining a Certificate of Merger from the Israeli Registrar of Companies as required by the Companies Law). Each of this Agreement and the other Transaction Agreements to which it is a party has been, or prior to the Effective Time with respect to the MergerAgreements not yet entered into, the Company Stockholder Approval (if required by applicable Law). This Agreement has been will be, duly authorized and validly executed and delivered by the Company each of Menlo and Menlo Merger Sub, as applicable, and, assuming the due authorization, execution and delivery by Parent the other parties hereto and thereto, constitutes, or prior to the PurchaserEffective Time will constitute, constitutes a legal, valid and binding obligation of the Company, each of Menlo and Menlo Merger Sub enforceable against the Company each of Menlo and Menlo Merger Sub in accordance with its termsterms subject, except that (i) such as to enforcement may be subject of remedies, to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting creditors’ the rights and remedies of creditors generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion effect of the court before which any proceeding therefor may be broughtgeneral principles of equity. (b) The Company has taken all appropriate actions so Menlo Board, at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger, the Contingent Stock Rights Agreement, the Share Issuance and the other transactions contemplated by this Agreement, (ii) determining that this Agreement is advisable and that the restrictions on business combinations contained terms of the Merger, the Contingent Stock Rights Agreement and the other transactions contemplated by this Agreement are fair to and in the best interests of Menlo and its stockholders, and (iii) recommending that Menlo’s shareholders adopt this Agreement and the Contingent Stock Rights Agreement. Such resolutions are sufficient to render the provisions of Section 203 of the DGCL will not apply with respect inapplicable to or as a result of the execution of this Agreement or and the Support Agreements or the consummation of the transactions contemplated hereby or therebyother Transaction Agreements, including the Offer and the Merger, without any further action on the part of Share Issuance and the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction transactions contemplated by this Agreement and the Contingent Stock Rights Agreement. (c) The Menlo Merger Sub Board, at a meeting duly called and held (or acting by written consent) duly and unanimously adopted resolutions (i) approving this Agreement, the Support AgreementsContingent Stock Rights Agreement, the Merger, the issuance of the Contingent Stock Rights and the other transactions contemplated by this Agreement and the Contingent Stock Rights Agreement, (ii) determining that the terms of the Merger, the issuance of the Contingent Stock Rights and the other transactions contemplated by this Agreement and the Contingent Stock Rights are fair to and in the best interests of Menlo Merger Sub and its sole stockholder and (iii) recommending that Menlo, as the sole stockholder of Menlo Merger Sub, approve and adopt this Agreement, the Contingent Stock Rights, the Merger and issuance of the Contingent Stock Rights. (d) Menlo, in its capacity as sole stockholder of Menlo Merger Sub, has unanimously approved and adopted this Agreement, the Contingent Stock Rights Agreement and the Merger. (e) Guggenheim Securities, LLC (“Menlo Financial Advisor”) has delivered to the Menlo Board its opinion to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and other conditions contained therein, the Exchange Ratio (subject to adjustment at the Effective Time as provided herein, or thereafter as provided in the Contingent Stock Rights Agreement) is fair, from a financial point of view, to Menlo. Menlo will make available to Foamix a correct and complete copy of such opinion solely for informational purposes after receipt thereof by Menlo.

Authority. (ai) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this AgreementAgreement and, subject to perform its obligations hereunder and approval by the stockholders of the Company, to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, other than such approval by the stockholders of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). The affirmative vote of a majority of the outstanding shares of Class A Stock entitled to vote thereon and of a majority of the outstanding shares of Class B Stock entitled to vote thereon, each voting as a separate class (the "Company Shareholder Approval"), at a duly called and held meeting of stockholders (the "Stockholders' Meeting") is the only vote of the Company's stockholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. The Independent Committee has been duly authorized and constituted and the Board, based on the approval and recommendation of the Independent Committee at a meeting duly called and held, has (A) determined that (x) the Merger Consideration is fair to the holders of Shares and (y) the Merger is advisable and in the best interests of the Company and the holders of Shares, (B) approved and declared the advisability of this Agreement in accordance with the provisions of the FBCA. The Independent Committee has received the written opinion (the "Fairness Opinion") of the Independent Advisor to the effect that, as of the date hereof, the Merger Consideration to be paid to holders of Shares is fair to such holders from a financial point of view, and, as of the date hereof, such Fairness Opinion has not been withdrawn. (ii) Subject to compliance with the applicable requirements of the Exchange Act and the filing of the Articles of Merger as contemplated by Section 1.3, the execution and delivery of this Agreement and the Articles of Merger, the consummation of the transactions contemplated hereby and thereby, and compliance of the Company with any of the provisions hereof or thereof will not breach, constitute an ultra ▇▇▇▇▇ act under, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on assets (any such breach, ultra ▇▇▇▇▇ act, violation, default, right of termination, cancellation, acceleration loss or creation, a "Violation") pursuant to, (x) any provision of the articles of incorporation or bylaws of the Company or the governing instruments of any Subsidiary of the Company or (y) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below or in the Company Disclosure Letter, any loan or credit agreement, note, mortgage, indenture, lease, or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets except Violations under clause (y) which would not have a Material Adverse Effect on the Company. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any Subsidiary of the Company in connection with the execution and delivery of this Agreement and the Articles of Merger by the Company, the consummation by the Company of the transactions contemplated hereby, including the Offer hereby and the Merger, have been duly and validly authorized by all necessary corporate actionthereby, and no other corporate proceedings on the part compliance of the Company with any of the provisions hereof or thereof, the failure to obtain which would have a Material Adverse Effect on the Company, except for (A) the filing with the Securities and no stockholder votes are necessary Exchange Commission (the "SEC") of (1) a Proxy Statement in definitive form relating to authorize the meeting of the Company's stockholders to be held in connection with the Merger (2) a Transaction Statement on Schedule 13E-3 (as hereinafter defined) and (3) such other filings under the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated hereby other thanhereby, (B) the filing of the Articles of Merger as contemplated by Section 1.1 and appropriate documents with respect the relevant authorities of states in which the Company is qualified to do business, and (C) filings pursuant to the Merger, the Company Stockholder Approval (if required by applicable Law). This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, valid and binding obligation rules of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtAmerican Stock Exchange. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company has all necessary corporate power and We shall be entitled to act for you upon Instructions given or purporting to be given by you or any Authorized Person, without further enquiry as to the genuineness, authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company or identity of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part person giving or purporting to give such Instructions. You shall notify us in writing of the Company identity of any Authorized Person entitled to give instructions to us on your behalf. Any such notice shall be in writing and no stockholder votes are necessary to authorize this Agreement or to consummate shall set out the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law). This Agreement has been duly authorized names and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, valid and binding obligation specimen signatures of the CompanyAuthorized Person or Persons to be authorized. Any such authority may be revoked by notice in writing by you at any time, enforceable against but shall only be effective upon written confirmation by us of our receipt of such notice of revocation. We shall not be liable for any loss, direct or indirect, resulting from your failure to notify us of such revocation. We shall be entitled to act upon the Company oral or written instructions of any Authorized Person or any Person who appears to us to be an Authorized Person, notwithstanding that the Person is not, in fact, so authorized. For practical reasons, we can only undertake to register one Power-of-Attorney for you. We are, in accordance with its termsgeneral rules regarding Powers-of- Attorneys entitled to receive instructions from any Person authorized by you as well as Persons who appear so authorized. We do reserve the right, except that (i) however, at our sole discretion, to reject the appointment of any representative/Power-of-Attorney authorized to act in your Account and we may elect, at our sole discretion, to dismiss and/or reject at any time any transactions performed by such enforcement representative/power of attorney. Pursuant to general rules regarding Powers-of-Attorney, you are accountable to us for losses or damages which we may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or suffer as a result of instructions from a Person who has explicit or tacit Power-of-attorney to give us Instructions on your behalf. We may refuse to act upon any Instruction from any Person authorized by you if we can render probable that the execution of this Agreement or disposal pursuant to the Support Agreements or the consummation instruction submitted would be in violation of the transactions contemplated hereby or therebylegislation relevant to the area, usual market practice, including but not limited to Anti-Money Laundering (“AML”) & Know Your Customer (“KYC”) Legislation, or pertain to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or if the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated disposal by this Agreement or the Support Agreementsour reasonable discretion will put you and/or our economic solidity at risk.

Authority. (a) The Company Compass has all necessary requisite corporate power and authority to execute enter into this Agreement and deliver the Certificate of Merger and the Escrow Agreement (collectively, the "Related Agreements") and, subject to approval of this AgreementAgreement and the Certificate of Merger by the stockholders of Compass, to execute, deliver and perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby, including the Offer hereby and the Mergerthereby. The execution and delivery of this Agreement and the Related Agreements, the performance by the Company Compass of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby, including the Offer hereby and the Merger, thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of Compass, including approval by its Board of Directors, other than approval of the Company and no stockholder votes are necessary to authorize Compass stockholders. Each of this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law). This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes Related Agreements is a legal, valid and binding obligation of the Company, Compass enforceable against the Company Compass in accordance with its respective terms, except that (i) such as enforcement may be subject to applicable limited by bankruptcy, insolvency insolvency, or other similar Lawslaws affecting the enforcement of creditors' rights generally, now or hereafter in effect, affecting creditors’ rights generally and (ii) that the remedy of specific performance and injunctive and other forms availability of equitable relief may be remedies is subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) that indemnification for securities law violations may not be enforceable as a matter of public policy. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 Subject to satisfaction of the DGCL conditions set forth in Article VI hereto, the execution and delivery of this Agreement and the Related Agreements do not and the performance and consummation of the transactions contemplated hereby and thereby will not, conflict with or result in any conflict with, breach or violation of any statute, law, rule, regulation, judgment, order, decree, or ordinance known to Compass and applicable to Compass or its properties or assets, or conflict with or result in any conflict with, breach or violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, forfeiture or acceleration of any obligation or the loss of a benefit under, or result in the creation of a lien or encumbrance on any of the properties or assets of Compass pursuant to (i) any provision of the current charter or Bylaws of Compass, or (ii) any agreement, contract, note, mortgage, indenture, lease, instrument, permit, concession, franchise or license to which Compass is a party or by which Compass or any of its property or assets may be bound or affected, other than any such conflict, breach, violation or default which would not apply have a material and adverse effect on the Business Condition of Compass. (c) No consent, approval, order or authorization of, or registration, declaration of, or qualification or filing with, any court, administrative agency, commission, regulatory authority or other governmental or administrative body or instrumentality, whether domestic or foreign (a "Governmental Entity"), is required by or with respect to or as a result of Compass in connection with the execution and delivery of this Agreement or and the Support Related Agreements by Compass or the consummation by Compass of the transactions contemplated hereby or thereby, including except for (i) the Offer filing of the Certificate of Merger as required under the DGCL and appropriate documents with the relevant authorities of other jurisdictions in which Compass is qualified to do business, (ii) compliance with the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act") as described in Section 5.16 and (iii) such other consents, approvals, authorizations, registrations or qualifications as may be required under applicable securities or Blue Sky laws in connection with the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company has all necessary corporate power and authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the Merger and the other transactions contemplated hereby, including the Offer and the Merger. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize approve this Agreement or to consummate the Merger and the other transactions contemplated hereby other thanhereby, with respect to subject, in the case of the consummation of the Merger, to the adoption of this Agreement by the holders of at least a majority of the outstanding Shares (the “Company Stockholder Approval (if required by applicable LawApproval”). This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and the PurchaserMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and or by general principles of equity) (ii) collectively, the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought“Enforceability Limitations”). (b) The Company has taken Board, at a meeting duly called and held at which all appropriate actions so directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the restrictions on business combinations contained terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to and in Section 203 the best interests of the DGCL will not apply with respect Company’s stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to or as a result the stockholders of the execution Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the Support Agreements only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the Merger. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby or thereby, including to be consummated by the Offer and Company other than the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (ai) The Company Borrower and each Guarantor has all necessary the requisite corporate power and authority (A) to execute execute, deliver and deliver perform each of the Loan Documents which have been executed by it as required by this AgreementAgreement on or prior to the Closing Date and (B) to file or record the Loan Documents which have been filed or recorded by it as required by this Agreement on or prior to the Closing Date, with any Governmental Authority. (ii) The execution, delivery, performance and filing or recording, as the case may be, of each of the Loan Documents which have been executed, filed or recorded as required by this Agreement on or prior to perform its obligations hereunder the Closing Date and to consummate which the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement by the Company Borrower or Guarantor is party and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Mergerthereby, have been duly approved by the respective boards of directors and, if necessary, the shareholders of the Borrower and validly authorized by all necessary corporate action, Guarantors and no such approvals have not been rescinded. No other corporate action or proceedings on the part of the Company and no stockholder votes Borrower or any Guarantor are necessary to authorize this Agreement consummate such transactions. (iii) Each of the Loan Documents to which the Borrower or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval any Guarantor is a party (if required by applicable Law). This Agreement A) has been duly authorized and validly executed and delivered executed, delivered, filed or recorded, as the case may be, by it, (B) where applicable, creates valid Liens in the Company andCollateral covered thereby securing the payment of all of the Obligations purported to be secured thereby, assuming due authorizationwhich Liens will be perfected upon the Agent's filing appropriate financing statements with respect thereto or taking possession of the underlying Collateral as may be required under the applicable Requirements of Law, execution and delivery by Parent and (C) constitutes the Purchaser, constitutes a Borrower's or respective Guarantor's (as applicable) legal, valid and binding obligation of the Companyobligation, enforceable against the Company it in accordance with its terms, except that (i) such enforcement as the same may be subject to applicable limited by bankruptcy, insolvency insolvency, reorganization or other similar Lawslaws affecting the enforcement of creditors' rights generally, now or hereafter in effect, affecting creditors’ rights generally and (iiD) is in full force and effect. To the remedy best of specific performance and injunctive and other forms Borrower's knowledge, there are no Liens against any of equitable relief may the Collateral which would be subject to equitable defenses and senior to the discretion of Liens granted under the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Borrower Pledge Agreement or the Support Agreements or the consummation Borrower Security Agreement, other than Liens permitted by Section 9.03. Each of the transactions contemplated hereby or thereby, including the Offer Borrower and the MergerGuarantor parties to the Loan Documents have performed and complied with all the terms, without any further action provisions, agreements and conditions set forth therein and required to be performed or complied with by such parties on or before the Closing Date (except to the extent waived by the required party(ies) to this Agreement), all filings and recordings and other actions on the part of the stockholders Borrower which are necessary or desirable to perfect and protect the Company Board. True Liens granted pursuant to the Loan Documents and complete copies of all Company Board resolutions reflecting such actions preserve their required priority have been previously provided to Parent. No other state takeover statute duly taken, and no Potential Event of Default or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support AgreementsEvent of Default exists thereunder.

Authority. (a) The Company has all necessary corporate power and Holders grant to the Holders’ Representative full authority to execute execute, deliver, acknowledge, certify and deliver this Agreement, to perform its obligations hereunder and to consummate file on behalf of each such Company Holder (in the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery name of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by any or all necessary corporate action, and no other corporate proceedings on the part of the Company Holders or otherwise) any and no stockholder votes are necessary all documents that the Holders’ Representative may, in its sole discretion, determine to authorize be necessary, desirable or appropriate, in such forms and containing such provisions as the Holders’ Representative may, in its sole discretion, determine to be appropriate, in performing its duties as contemplated by this Agreement or to consummate Section 8.7. Notwithstanding the transactions contemplated hereby other than, with respect to the Mergerforegoing, the Company Stockholder Approval (if required by applicable Law). This Agreement has been duly authorized and validly executed and delivered by Holders’ Representative shall have no obligation to act on behalf of the Company andHolders, assuming due authorizationexcept as expressly provided herein, execution in the Escrow Agreement and delivery by Parent in the Representative Engagement Agreement, and the Purchaserfor purposes of clarity, constitutes a legal, valid and binding obligation there are no obligations of the CompanyHolders’ Representative in any ancillary agreement, enforceable against schedule, exhibit or the Company in accordance with its terms, except that Disclosure Schedule. The Holders’ Representative shall be entitled to: (i) such enforcement may rely upon the Capitalization Spreadsheet, (ii) rely upon any signature believed by it to be subject genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable bankruptcy, insolvency Company Holder or other similar Lawsparty. Notwithstanding anything to the contrary contained herein or in any other agreement executed in connection with the Transactions: (i) Parent, now the Surviving Corporation and their respective Representatives shall be entitled to deal exclusively with the Holders’ Representative on all matters relating to any claims for indemnification, compensation or hereafter in effect, affecting creditors’ rights generally reimbursement pursuant to this ARTICLE VIII or any claims or disputes under Section 1.7 or pursuant to the Escrow Agreement and (ii) Parent, the remedy Surviving Corporation, the Escrow Agent and each Company Holder and their respective Representatives shall be entitled to rely conclusively (without further evidence of specific performance any kind whatsoever) on any document executed or purported to be executed on behalf of any Company Holder by the Holders’ Representative, and injunctive and on any other forms action taken or purported to be taken on behalf of equitable relief may be subject to equitable defenses and to any Company Holder by the discretion Holders’ Representative, as fully binding upon such Company Holder. A decision, act, consent or instruction of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to Holders’ Representative, including an amendment, extension or as a result of the execution waiver of this Agreement or the Support Agreements or the consummation pursuant to Section 9.2 and Section 9.4, shall constitute a decision of the transactions contemplated hereby Company Holders and shall be final, binding and conclusive upon the Company Holders and their respective successors; and all defenses which may be available to any Company Holder to contest, negate or thereby, including disaffirm the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the OfferHolders’ Representative taken in good faith under this Agreement, the Merger or any other transaction contemplated by this Escrow Agreement or the Support AgreementsRepresentative Engagement Agreement are waived. The Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Holders’ Representative as being the decision, act, consent or instruction of the Company Holders. The Escrow Agent and Parent are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Holders’ Representative.

Authority. (a) The Company has all necessary full corporate power and authority to execute and deliver this AgreementAgreement and each of the Ancillary Agreements to which it will be a party and, subject to obtaining the Company Holder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, including the Offer hereby and the Mergerthereby. The execution execution, delivery and delivery performance by the Company of this Agreement by and each of the Ancillary Agreements to which the Company will be party and the consummation by the Company of the transactions contemplated hereby, including the Offer hereby and the Merger, thereby have been duly and validly authorized by all necessary corporate actionthe Board of Directors of the Company. Except for obtaining Company Holder Approval, and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize the execution, delivery or performance of this Agreement or any such Ancillary Agreement or to consummate the transactions contemplated hereby other thanand thereby. When obtained, the Company Holder Approval will be sufficient to satisfy any requirements of Delaware Law and California Law with respect to this Agreement and the Merger, the Company Stockholder Approval (if required by applicable Law)transactions contemplated hereby. This Agreement has been been, and upon their execution each of the Ancillary Agreements to which the Company will be a party will have been, duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent each of the other parties hereto and thereto, this Agreement constitutes, and upon their execution each of the PurchaserAncillary Agreements to which the Company will be a party will constitute, constitutes a the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except that subject to the effect of (i) such enforcement may be subject to applicable bankruptcy, insolvency or insolvency, reorganization, moratorium and other similar Laws, now or hereafter in effect, affecting creditors’ Laws relating to the rights of creditors generally and (ii) the remedy rules of Law and equity governing specific performance and performance, injunctive relief and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies. (b) The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company has taken all appropriate actions so were present, duly and unanimously adopted resolutions (i) determining that the restrictions on business combinations contained terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in Section 203 the best interests of, the Company’s Holders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to the Holders of the DGCL will not apply with respect Company for adoption and approval and (iv) resolving to or as a result recommend that the Company’s Holders vote in favor of the execution adoption and approval of this Agreement or the Support Agreements or the consummation of and the transactions contemplated hereby or therebyhereby, including the Offer and the Merger, without which resolutions have not been subsequently rescinded, modified or withdrawn in any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreementsway.

Authority. (a) The Company Each of the Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, including the Offer Merger and the MergerTransactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, Transactions have been duly and validly authorized by all necessary corporate actionthe Boards of Directors of the Parent and Merger Sub and, and with respect to Merger Sub, by its sole shareholder, and, except for the obtaining the Merger Certificate from the Registrar, no other corporate proceedings on the part of the Company and no stockholder votes Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)Transactions. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, and the PurchaserShareholders Agreement will be at Closing duly and validly executed and delivered by the Parent, and assuming this Agreement and the Shareholders Agreement constitutes a legal, (or will constitute for the Shareholders Agreement) the valid and binding obligation agreement of each of the Company, its Subsidiaries (where applicable) and the Kibbutz (where applicable), this Agreement and the Shareholders Agreement constitutes (or will constitute for the Shareholders’ Agreement) the valid and binding agreements of the Parent, each of its Subsidiaries (where applicable) and Merger Sub, enforceable against the Company Parent, each of its Subsidiaries (where applicable) and Merger Sub in accordance with its their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, Laws now or hereafter in effect, affecting effect relating to creditors’ rights generally and (ii) the remedy general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtequity. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Company Stockholder Approval if required by applicable Law, to consummate the transactions contemplated hereby, including the Offer and the Mergerby this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Offer, the Merger and the other transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby other thanhereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval (if required by applicable Law), the filing of the Articles of Merger with and acceptance for record of the Articles of Merger by the SDAT and the due filing of the Certificate of Merger with the Delaware Secretary. The Company Board, at a duly held meeting, has, by unanimous vote of the entire Company Board, (i) duly and validly authorized the execution and delivery of this Agreement and declared advisable the consummation of the Offer and the Merger and the other transactions contemplated hereby, (ii) if required by applicable Law, directed that the Merger and the other transactions contemplated hereby be submitted for consideration at the Company Stockholder Meeting, and (iii) resolved to recommend that the holders of Company Common Stock accept the Offer, tender their shares of Company Common Stock pursuant to the Offer and, if required by applicable Law, vote in favor of the approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”) and to include such recommendation in the Schedule 14D-9 and the Proxy Statement, if any, subject to Section 7.5. (b) This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by each of Parent and the PurchaserMerger Sub, constitutes a legal, legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) as such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generally and by general principles of equity (ii) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforceability is considered in a proceeding therefor may be broughtin equity or at law). (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement by and the Company Ancillary Documents executed as of the date hereof and the consummation by the Company of the transactions contemplated hereby, including the Offer hereby and the Merger, thereby by Purchaser have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of Purchaser, and the Company execution and delivery of the Ancillary Documents to be executed by Purchaser or its affiliates at the Closing and the consummation of the transactions contemplated thereby will be duly and validly authorized by all necessary action on the part of Purchaser or its affiliates prior to the Closing and no stockholder votes are other proceedings in the part of Purchaser or its affiliates is necessary to authorize such execution, delivery and performance. Each of this Agreement or to consummate and the transactions contemplated hereby other than, with respect to Ancillary Documents executed as of the Merger, the Company Stockholder Approval (if required by applicable Law). This Agreement date hereof has been duly authorized and validly executed and delivered by Purchaser and constitutes, and each Ancillary Document to be entered into by Purchaser or its affiliates will be duly and validly executed and delivered at or prior to the Company andClosing and when so executed and delivered will constitute, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a its legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that (i) such enforcement as enforceability may be subject to applicable limited by bankruptcy, insolvency or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ rights generally generally, and (ii) except that the availability of the remedy of specific performance and injunctive and or other forms of equitable relief may be is subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that execution and delivery of this Agreement and the restrictions on business combinations contained in Section 203 Ancillary Documents executed as of the DGCL will not apply with respect to date hereof by Purchaser or as a result its affiliates does not, and the execution and delivery by Purchaser or its affiliates of the Ancillary Documents to be executed by Purchaser or its affiliates at the Closing, the consummation by Purchaser or its affiliates of the transactions contemplated hereby and thereby and the compliance by Purchaser or its affiliates with the terms of this Agreement and the Ancillary Documents to which Purchaser or its affiliates is or will be a party will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the assets of Purchaser or its affiliates under any provision of (i) the articles of incorporation or bylaws (or comparable organizational documents) of Purchaser or such affiliates; (ii) subject to the filings and other matters referred to in the following paragraph (c), any law, judgment, order, decree, statute, ordinance, rule or regulation applicable to Purchaser or such affiliates; or (iii) any of the terms, conditions, or provisions of any note, lien, bond, mortgage, indenture, license, lease, contract, commitment, agreement, understanding, restriction or other instrument or obligation, except in the case of clause (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not materially impair the ability of Purchaser or such affiliates to perform its obligations under this Agreement. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by Purchaser or its affiliates in connection with the execution and delivery of this Agreement or the Support Agreements Ancillary Documents or the consummation of the transactions contemplated hereby or and thereby, including except for (i) compliance with and filings under the Offer HSR Act and (ii) those the Mergerfailure of which to obtain or make, without any further action on individually or in the part aggregate, would not materially impair the ability of the stockholders Purchaser or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided its affiliates to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by perform their respective obligations under this Agreement or the Support AgreementsAncillary Documents.

Authority. (a) The Company and each applicable Subsidiary of the Company has all necessary requisite corporate power and authority to execute enter into this Agreement and deliver this Agreementthe Related Documents and, subject to perform its obligations hereunder obtaining the Company Shareholders' Approval (as defined in Section 4.12), the Company Required Statutory Approvals (as defined in Section 4.4(c)) and the Legislative Actions (as defined in Section 6.1(y)), to consummate the transactions contemplated hereby, including the Offer hereby and the Mergerthereby. The execution and delivery of this Agreement by and the Company Related Documents and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby, including the Offer hereby and the Merger, thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company and no stockholder votes are necessary its Subsidiaries, subject to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, obtaining the Company Stockholder Approval (if required by applicable Law)Shareholders' Approval. This Agreement has been been, and as of the Closing the Related Documents to be executed by the Company and its applicable Subsidiaries will be, duly authorized and validly executed and delivered by the Company or its applicable Subsidiary, as the case may be, and, assuming the due authorization, execution and delivery by Parent the other signatories hereto and the Purchaserthereto, constitutes a legalor will constitute, as the case may be, the valid and binding obligation obligations of the CompanyCompany or its applicable Subsidiary, as the case may be, enforceable against the Company it in accordance with its terms, except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ ' rights generally and subject to the general principles of equity (regardless of whether enforcement is sought in a court of law or equity). As used in this Agreement, the term (i) "Related Documents" shall mean any Contract provided for in this Agreement to be entered into by one or more of the parties hereto or their respective Subsidiaries in connection with the Mergers, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief "Contract" shall mean any agreement, contract, document, instrument, obligation, promise, commitment or undertaking (whether written or oral) to which any person is a party or by which any person or its assets may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtbound. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company Buyer has all necessary corporate full power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other thanand to comply with the terms, with respect to conditions and provisions hereof. The execution, delivery and performance of this Agreement by Buyer have been duly authorized by the Merger, the Company Stockholder Approval (if required Board of Directors of Buyer and does not require any further authorization or consent by applicable Law)Buyer or its stockholders. This Agreement has been duly authorized and validly executed and delivered by is the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, valid and binding obligation agreement of the CompanyBuyer, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution execution, delivery, and performance of this Agreement or by the Support Agreements or Buyer and the consummation of the transactions contemplated hereby (i) does not violate, to Buyer's knowledge, any provisions of law applicable to Buyer, (ii) will not conflict with, or therebyresult in the breach or termination of any provision of any indenture, mortgage or other instrument, contract or agreement (except those to be terminated as of the Closing Date), or any order, judgment, arbitration award, or decree to which Buyer is a party or by which it or any of its assets and properties are bound (including the Offer Assets). In the event consent of any lender, lessor, franchisor, customer or other person having a business relationship to Buyer is required to consummate or facilitate consummation of this Agreement and the Mergertransactions contemplated hereby, without any further action on Buyer shall exercise all due diligence to obtain such consent prior to the part Closing Date. (c) Buyer has had an opportunity to make a preliminary inspection of the stockholders or Assets. Upon closing the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement Agreement, Buyer agrees that it accepts the Assets, including the Tangible Personal Property in their then present "as is" condition, "where is", with no warranties other than those expressly set forth herein. Notwithstanding the foregoing, Buyer shall be entitled to rely on the representations, warranties, covenants and agreements of Seller and the Indemnitors, and no investigations nor rights to make investigation shall in any way limit, affect or impair the Support Agreementsright of the Buyer to rely upon the representations, warranties, covenants and agreements of Seller and the Indemnitors.

Authority. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Company Stockholder Approval, to consummate the Mergers and the other transactions contemplated hereby, including the Offer and the Mergerby this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or the Mergers or to consummate the transactions contemplated hereby other thanhereby, subject, with respect to the MergerMergers, to receipt of the Company Stockholder Approval and the filing of the Articles of Merger with the SDAT and the Partnership Merger Certificate with the DSOS. The Company Board, at a duly held meeting, has, by unanimous vote of the entire Company Board, (if required by applicable Law). This Agreement has been i) duly authorized and validly executed and delivered by authorized the Company and, assuming due authorization, execution and delivery by Parent of this Agreement and declared advisable the consummation of the Company Merger and the Purchaserother transactions contemplated hereby (excluding the Excluded Asset Transactions, constitutes which were approved by a legal, valid and binding obligation duly authorized special committee of the CompanyCompany Board), enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) directed that the remedy Company Merger and the other transactions contemplated hereby be submitted for consideration at the Company Stockholders Meeting, and (iii) resolved to recommend that the stockholders of specific performance the Company vote in favor of the approval of the Company Merger and injunctive the other transactions contemplated hereby (the “Company Recommendation”) and other forms of equitable relief may be to include such recommendation in the Proxy Statement, subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtSection 6.5. (b) The Company Merger Partnership has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the DGCL will not apply with respect Partnership Approval (which has already been obtained), to or as a result of consummate the Partnership Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement or by Merger Partnership and, subject to receipt of the Support Agreements or Partnership Approval (which has already been obtained), the consummation by Merger Partnership of the transactions contemplated hereby or therebyhave been duly and validly authorized, including the Offer and the Merger, without any further action no other proceedings on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided Merger Partnership are necessary to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by authorize this Agreement or the Support AgreementsPartnership Merger or to consummate the transactions contemplated hereby. “Partnership Approval” means the consent of the general partner of Merger Partnership.

Authority. The Company further covenants that its issuance of this AIR shall constitute full authority to its officers who are charged with the duty of executing certificates to execute and issue the necessary certificates for the AIR Debentures upon the exercise of the purchase rights under this AIR. The Company will take all such reasonable action as may be necessary to assure that such AIR Debentures may be issued as provided herein without violation of any applicable law or regulation. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this AIR or the AIR Debentures, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this AIR and the AIR Debenture against impairment. Without limiting the generality of the foregoing, the Company will (a) The take all such action as may be necessary or appropriate in order that the Company has may validly and legally issue fully paid and nonassessable AIR Debentures upon the exercise of this AIR, and (b) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary corporate power and authority to execute and deliver this Agreement, enable the Company to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer under this AIR and the MergerAIR Debentures. Before taking any action which would result in an adjustment in the AIR Debentures for which this AIR is exercisable, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. The execution Company shall take any and delivery of this Agreement all actions and execute any and all documents reasonably required by the Company Holder to insure that the liens on the real and personal property of All American, Yosemite Development Corp. and Mountainside Development, LLC (the "BORROWERS") as granted pursuant to the Loan Documents and the consummation by pledge granted pursuant to the Company of Pledge Documents are modified and extended to secure the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part obligations of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate under the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law). This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtAIR Debenture. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and the POL Agreement and to consummate the transactions contemplated hereby, including the Offer hereby and the Mergerthereby. The execution and delivery of this Agreement by and the Company POL Agreement and the consummation by the Company of the transactions contemplated hereby, including the Offer hereby and the Merger, have thereby has been duly and validly authorized by all necessary corporate actionthe Company's Board of Directors, and no other corporate proceedings on the part of the Company are necessary, as a matter of law or otherwise to render the requirements for business combinations contained in Subchapter 25F of the PBCL inapplicable to the Merger and no stockholder votes are necessary to authorize the POL Agreement. Each of this Agreement or to consummate and the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law). This POL Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes is a legal, valid and binding obligation agreement of the Company, enforceable against the Company it in accordance with its terms, except that (ia) as such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, laws now or hereafter in effecteffect relating to creditors rights, affecting creditors’ rights generally and (iib) as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Except for the action contemplated by Section 1.9 hereof, the Board of Directors of the Company has duly and validly approved and taken all appropriate actions so that corporate action required to be taken by the restrictions on business combinations contained in Section 203 Board of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or Directors for the consummation of the transactions contemplated hereby or therebyby this Agreement, including the Offer Offer, the Merger and the Merger, without any further action on the part acquisition of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply Shares pursuant to the Offer, the Merger or any other transaction Merger, the Tender and Option Agreement, the transactions contemplated by the POL Agreement and any Other Transactions, including without limitation all matters contemplated by Section 1.2(a)(ii) hereof. In reliance upon the representation and warranty of Parent and Purchaser in Section 4.7 hereof, and assuming that the Minimum Condition is satisfied, or that no Shares are purchased under the Offer or otherwise (other than pursuant to the Tender and Option Agreement), the Company represents to Parent and Purchaser that the actions set forth in Section 1.2(a) are all the actions required, and are sufficient, to render the relevant antitakeover provisions of the PBCL (other than the provisions of Subchapter 25E of the PBCL) inapplicable to the Offer, the Merger, the Tender and Option Agreement, the POL Agreement and any Other Transactions and the other matters referred to in Section 1.2(a)(ii) above so long as this Agreement or the Support Agreementshas not been terminated in accordance with its terms.

Authority. (a) The Company has all necessary requisite corporate power and authority and has taken all corporate action necessary in order to execute and deliver this AgreementAgreement and, subject to the approval of this Agreement and the terms of the Merger by the affirmative vote of the holders of a majority of the total number of shares of Company Stock voted at the Shareholders Meeting (or, if any shares of Company Stock are held by Parent or Merger Sub, by the affirmative vote of the holders of a majority of the total number of shares of Company Stock who are not Parent or Merger Sub or anyone on their behalf, including their relatives or corporations under their control who voted at the Shareholders Meeting (not counting any abstinent votes)) (the “Company Shareholder Approval”), to perform its obligations hereunder under this Agreement and to consummate the Merger and the other transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law). This Agreement has been duly authorized and validly authorized, executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaserother Parties, this Agreement constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that (i) such enforcement as the same may be subject to limited by applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws, now Laws of general applicability affecting or hereafter in effect, affecting relating to creditors’ rights generally and general equitable principles (ii) the remedy of specific performance “Bankruptcy and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtEquity Exceptions”). (b) The At a meeting duly called and held in compliance with the requirements of ICL and the Organizational Documents, the Board of Directors of the Company, acting upon the unanimous recommendation of the Committee, has, by unanimous vote of all of the directors, (i) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, the Company has taken all appropriate actions so and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the restrictions on business combinations contained in Section 203 Surviving Corporation will be unable to fulfill the obligations of the DGCL will not apply with respect Company to or as a result of the execution of its creditors, (ii) approved and declared advisable this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part terms and subject to the conditions set forth in this Agreement, and (iii) subject to Section 5.02, resolved to recommend that the shareholders of the stockholders or Company approve this Agreement and the Company Board. True and complete copies terms of all the Merger (the “Company Board Recommendation”) at the Shareholders Meeting and include such Company Board Recommendation in the Proxy Statement, which resolutions reflecting such actions have not as of the date hereof been previously provided to Parent. No other state takeover statute subsequently rescinded, modified or similar statute or regulation applies or purports to apply to the Offer, the Merger or withdrawn in any other transaction contemplated by this Agreement or the Support Agreementsway.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby, including the Offer and the Merger. The execution execution, delivery and delivery performance by the Company of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated hereby (other than, with respect to than the Merger, filing of the Company Stockholder Approval (if Certificate of Merger and any other documents as required by applicable Lawthe DGCL). This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and the Purchaserother parties hereto, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now Laws relating to or hereafter affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in effect, affecting creditors’ rights generally a proceeding in equity or at Law). The entering into of this Agreement and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion consummation of the court before which transactions contemplated hereby, including the Merger, will not result in the grant of any proceeding therefor may rights to any Person under the Rights Agreement or enable or require the Rights (as defined therein) to be broughtexercised, distributed or triggered as a result thereof. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as Board, at a result of the execution of meeting duly called and held, duly and unanimously adopted resolutions (i) approving this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or therebyAgreement, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any and the other transaction transactions contemplated by hereby, (ii) determining that this Agreement or is advisable and that the Support Agreementsterms of the Offer, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, and (iii) recommending that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer.

Authority. (a) The Company has all necessary corporate power and authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby other thanhereby, with respect to subject, in the case of the consummation of the Merger, to the adoption of this Agreement and the approval of the principal terms of the Merger by (i) the holders of at least a majority in combined voting power of the outstanding Shares (the “Majority Outstanding Approval”), and (ii) the holders of a majority in combined voting power of the outstanding Shares not owned by Parent, Merger Sub, or any of their respective Affiliates (such approval, the “Majority of the Minority Approval,” and together with the Majority Outstanding Approval, the “Company Stockholder Approval (if required by applicable LawApproval”). This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and the PurchaserMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and (ii) or by general principles of equity). The Company Stockholder Approval is the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion only vote or consent of the court before which holders of any proceeding therefor may be broughtclass or series of capital stock of the Company necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. (b) The Special Committee is composed of three members of the Company Board who are not affiliated with Parent or Merger Sub and are not members of the Company’s management. The Company Board, acting upon the unanimous recommendation of the Special Committee, has taken all appropriate actions so (i) determined that the restrictions Merger, on business combinations contained the terms and subject to the conditions set forth herein, is fair to, and in Section 203 of the DGCL will not apply with respect to or as a result of best interests of, the execution of Company and its stockholders, (ii) approved and declared advisable this Agreement or Agreement, the Support Agreements or Merger and the consummation of the other transactions contemplated hereby or therebyand (iii) resolved to recommend to the Company’s stockholders that they adopt this Agreement. The Company Board, including acting upon the Offer and the Merger, without any further action on the part unanimous recommendation of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply Special Committee, has directed that this Agreement be submitted to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support AgreementsCompany’s stockholders for their approval.

Authority. NO CONFLICTS. (ai) The Company Parent has all necessary requisite corporate power and corporate authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)Parent. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, valid and binding obligation agreement of the CompanyParent, enforceable against the Company it in accordance with its terms, except that (i) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency or insolvency, reorganization, moratorium and other similar Lawslaws relating to or affecting creditors generally, now or hereafter by general equity principles (regardless of whether such enforceability is considered in effect, affecting creditors’ rights generally and a proceeding in equity or at law). (ii) the remedy of specific performance The execution and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution delivery of this Agreement does not or will not, as the Support Agreements or case may be, and the consummation of the transactions contemplated hereby will not, result in any Violation of: (A) any provision of the Organizational Documents of Parent or therebyany of its Material Subsidiaries or (B) except as could not reasonably be expected to have a Material Adverse Effect on Parent or material impair or delay the ability of Parent to consummate the transactions contemplated hereby and subject to obtaining or making the consents, including approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent, any of its Material Subsidiaries or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent in connection with the Offer execution and delivery of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clause (x) of Section 3.1(c)(iii), (B) filings with Governmental Entities administering, and the Mergerexpiration of applicable waiting periods under, without applicable antitrust and other competition laws in any further action on applicable jurisdictions may be required, (C) any filings required to be made or consents that have to be obtained or arrangements that have to be made in order to ensure that the part United States government or any agency thereof will not challenge the consummation of the stockholders transactions contemplated hereby on national security grounds and (D) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on Parent or materially impair or delay the Company Board. True and complete copies ability of all Company Board resolutions reflecting such actions have been previously provided Parent to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to consummate the Offer, the Merger or any other transaction transactions contemplated by this Agreement or the Support Agreementshereby.

Authority. (a) The Company has all necessary corporate the requisite limited liability company power and authority to execute and deliver this AgreementAgreement and each other agreement, document, instrument and/or certificate contemplated by this Agreement to perform its obligations hereunder be executed in connection with the transactions contemplated hereby (the “Ancillary Documents”) to which the Company is a party and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement by and the Ancillary Documents to which the Company is a party and the consummation by the Company of the transactions contemplated hereby, including the Offer hereby have been (and the Merger, have been Ancillary Documents to which the Company is a party will be) duly and validly authorized by all necessary corporate action, and no other corporate proceedings limited liability company action on the part of the Company and no stockholder votes are other proceeding (including by its equityholders) on the part of the Company is necessary to authorize this Agreement and the Ancillary Documents to which the Company is a party or to consummate the transactions contemplated hereby other than, with respect hereby. No vote of the Company’s member is required to the Merger, approve this Agreement or for the Company Stockholder Approval (if required by applicable Law)to consummate the transactions contemplated hereby. This Agreement has been (and the execution and delivery of each of the Ancillary Documents to which the Company is a party will be) duly authorized and validly executed and delivered by the Company andand constitute a valid, legal and binding agreement of the Company (assuming due authorization, execution and delivery by Parent that this Agreement has been and the PurchaserAncillary Documents to which the Company is a party will be duly and validly authorized, constitutes a legal, valid executed and binding obligation of the Companydelivered by Acquiror), enforceable against the Company in accordance with its their terms, except that (i) such enforcement to the extent that enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and (ii) that the remedy of specific performance and injunctive and other forms availability of equitable relief may be remedies, including specific performance, is subject to equitable defenses and to the discretion of the court before which any proceeding therefor thereof may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company Each of the Acquired Companies and Seller has all necessary corporate requisite company or other legal power and authority to execute enter into this Agreement and deliver this Agreement, the Collateral Agreements required to perform its obligations hereunder be executed by it and to consummate the transactions contemplated hereby, including the Offer hereby and the Mergerthereby. The execution and delivery of this Agreement by the Company and the consummation by the Company each of the transactions contemplated hereby, including the Offer Collateral Agreements to which it is a party and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law). This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further thereby have been duly authorized by all necessary company action on the part of each of the stockholders Acquired Companies and the Seller, and no further action is required on the part of either Acquired Company or the Seller, its board of directors or governors or its members to approve the Agreement and the transactions contemplated hereby. This Agreement and the Collateral Agreements required to be executed by it has been, or at Closing will be as the case may be, duly executed and delivered by each of the Acquired Companies and Seller and constitute, or when executed and delivered at the Closing will constitute as the case may be, legal, valid and binding obligations of such Acquired Company Boardor Seller, enforceable against such Acquired Company or Seller in accordance with its terms. True The Administrative Support Services Agreement and complete copies Professional Services Agreement to which it is a party has been duly executed and delivered by SPRPA and constitutes legal, valid and binding obligations of all Company Board resolutions reflecting such actions have SPRPA enforceable against it in accordance with its terms. The Administrative Support Services Agreement to which it is a party has been previously provided to Parent. No other duly executed and delivered by MWR and constitutes legal, valid and binding obligations of MWR enforceable against it in accordance with its terms except (i) as may be limited by state takeover statute or similar statute or regulation applies or purports to apply and federal laws, rulings and court decisions and principles of equity and public policy, and (ii) as may be subject to the Offer, the Merger or any other transaction contemplated by discretion of a court asked to interpret this Agreement and/or the Collateral Agreements. Each other Collateral Agreement to which SPRPA is a party, and each Collateral Agreement to which any of the other SPR Companies is a party, has been duly executed and delivered by SPRPA or such other SPR Company, as the Support case may be, and constitutes the legal, binding and valid obligations of SPRPA or such other SPR Company, as the case may be, enforceable against it in accordance with its terms except (i) as may be limited by state and federal laws, rulings and court decisions and principles of equity and public policy, and (ii) as may be subject to the discretion of a court asked to interpret this Agreement and/or the Collateral Agreements.

Authority. (a) The Each of the Company and each of its Subsidiaries has all necessary corporate the requisite power and authority to execute execute, deliver and deliver perform each of the Loan Documents which are to be executed by it or which have been executed by it as required by this Agreement and the other Loan Documents and (ii) to file the Loan Documents, if any, which must be filed by it or which have been filed by it as required by this Agreement, to perform its obligations hereunder the other Loan Documents or otherwise with any Governmental Authority. (b) The execution, delivery, performance and to consummate filing, as the transactions contemplated herebycase may be, including of each of the Offer and the Merger. The execution and delivery of this Agreement Loan Documents which must be executed or filed by the Company or any of its Subsidiaries or which have been executed or filed as required by this Agreement, the other Loan Documents or otherwise and to which the Company or any of its Subsidiaries is a party, and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Mergerthereby, have been duly approved by the respective boards of directors and, if necessary, the shareholders of the Company and validly authorized by all necessary corporate actionits Subsidiaries, and no such approvals have not been rescinded. No other corporate action or proceedings on the part of the Company and no stockholder votes or its Subsidiaries are necessary to authorize this Agreement or consummate such transactions. (c) Each of the Loan Documents to consummate the transactions contemplated hereby other than, with respect to the Merger, which the Company Stockholder Approval (if required by applicable Law). This Agreement or any of its Subsidiaries is a party has been duly authorized executed, delivered or filed, as the case may be, by such party and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a its legal, valid and binding obligation of the Companyobligation, enforceable against the Company it in accordance with its terms, terms (except that (i) such enforcement as enforceability may be subject to applicable limited by bankruptcy, insolvency insolvency, or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ rights generally and (ii) by general equitable principles, including concepts of reasonableness, materiality, good faith and fair dealing and the remedy possible unavailability of specific performance performance, injunctive relief or other equitable remedies (whether enforcement is sought by proceedings in equity or at law)), is in full force and injunctive effect and other forms of equitable relief may be subject to equitable defenses no material term or condition thereof has been amended, modified or waived from the terms and conditions contained in the Loan Documents delivered to the discretion Administrative Agent pursuant to Section 4.02 without the prior written consent of the court before which any proceeding therefor may be brought. Required Lenders (b) The Company has taken or all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or therebyLenders if required by Section 9.03), including the Offer and the MergerCompany and its Subsidiaries have performed and complied with all the material terms, without any further action on the part of the stockholders provisions, agreements and conditions set forth therein and required to be performed or complied with by the Company Board. True or its Subsidiaries on or before the Effective Date, and complete copies no unmatured default, default or breach of all Company Board resolutions reflecting any covenant by any such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreementsparty exists thereunder.

Authority. (a) The Company Purchaser has all necessary corporate power and authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder and under this Agreement and, subject to obtaining the Requisite Regulatory Shareholder Approvals (as hereinafter defined), to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution execution, delivery and delivery performance of this Agreement by the Company Purchaser and the consummation by the Company Purchaser of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized approved by all necessary corporate action, action on the part of Purchaser and no other corporate proceedings on the part of the Company and no stockholder votes Purchaser are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby other thanhereby, assuming the accuracy of Company’s representation and warranty contained in the last sentence of Section 3.19, subject to filing the Certificate of Merger with respect to the Merger, the Company Stockholder Approval (if Louisiana Secretary of State as required by applicable Law)the BCL. This Agreement has been duly authorized and validly executed and delivered by the Company Purchaser and, assuming the due authorization, execution and delivery by Parent and the Purchasereach other party hereto, constitutes a legal, valid and binding obligation of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium, reorganization, fraudulent transfer or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and (ii) the remedy or by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtequity). (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as Purchaser Board, at a result of the execution of meeting duly called and held, duly adopted resolutions approving and declaring advisable this Agreement or the Support Agreements or the consummation of and the transactions contemplated hereby or therebyhereby, including the Offer and the Merger, without which resolutions have not been subsequently rescinded, modified or withdrawn in any further action on way. (c) Assuming the part accuracy of Company’s representation and warranty contained in the last sentence of Section 3.19, no vote of the stockholders shareholders of Purchaser or the Company Board. True and complete copies holders of all Company Board resolutions reflecting such actions have been previously provided to Parent. No any other state takeover statute securities of Purchaser (equity or similar statute or regulation applies or purports to apply to the Offerotherwise) is required by any applicable Law, the Merger or any other transaction contemplated by this Agreement Purchaser Charter or the Support AgreementsPurchaser Bylaws to consummate the transactions contemplated hereby.

Authority. (a) The Company has all necessary corporate power and --------- authority to execute and deliver this Agreement, the Company Voting Agreements and the Company Affiliate Agreements, to perform its obligations hereunder and thereunder and, subject to the adoption and approval of this Agreement and the Merger by the stockholders of the Company (if required under Delaware Law), to consummate the transactions contemplated hereby, including the Offer hereby and the Mergerthereby. The execution and delivery of this Agreement Agreement, the Company Voting Agreements and the Company Affiliate Agreements by the Company, the performance by the Company of its obligations hereunder and thereunder, and the consummation by the Company of the transactions contemplated hereby, including the Offer hereby and the Mergerthereby, have been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of the Company (other than the adoption and no stockholder votes approval of this Agreement and approval of the Merger by the holders of a majority of the outstanding shares of Company Common Stock in accordance with Delaware Law and the Company Charter Documents, if required (the "Requisite --------- Company Stockholder Approval")), are necessary to authorize the Company to ---------------------------- execute and deliver this Agreement Agreement, the Company Voting Agreements and the Company Affiliate Agreements, to perform its obligations hereunder and thereunder or to consummate the transactions contemplated hereby other than, with respect to the Mergerand thereby. This Agreement, the Company Stockholder Approval (if required by applicable Law). This Agreement has Voting Agreements and the Company Affiliate Agreements have been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitute the Purchaser, constitutes a legal, valid legal and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except that (i) such as the enforcement thereof may be subject to applicable limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting enforcement of creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be except as enforcement thereof is subject to equitable defenses and to the discretion general principles of the court before which any equity (regardless of whether enforcement is considered in a proceeding therefor may be broughtin equity or at law). (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and Merger, subject to obtaining the MergerCompany Shareholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no stockholder shareholder votes or written consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, than the Company Stockholder Shareholder Approval (if required by applicable Law)and the filing of the Agreement of Merger with the Secretary of the State of California. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the PurchaserMerger Sub, constitutes a legal, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company has taken all appropriate actions so Board adopted resolutions by which the Company Board unanimously (i) determined that the restrictions on business combinations contained Merger and the other transactions contemplated by this Agreement are fair to and in Section 203 the best interests of the DGCL will not apply Company and its shareholders, (ii) approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby, in accordance with respect to or as a result the requirements of the execution CGCL, and (iii) subject to the terms and conditions of this Agreement, recommended that the Company’s shareholders vote their Shares in favor of approving this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part and, as of the stockholders or date of this Agreement, none of the aforesaid actions by the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have has been previously provided to Parent. No other state takeover statute amended, rescinded or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreementsmodified.

Authority. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, including subject, in the Offer and case of consummation of the Merger, to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company and no stockholder votes are necessary further action is required on the part of the Company to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby hereby, subject only to the adoption of this Agreement by the Company’s stockholders as contemplated by Section 5.2 and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote of the holders of any class or series of Company capital stock necessary to adopt this Agreement and consummate the Merger and the other thantransactions contemplated hereby. The Board of Directors of the Company has, with respect by resolution duly adopted by all directors present and voting at a meeting duly called and held and not subsequently rescinded or modified (except as is permitted pursuant to Section 5.3(d) hereof or for clerical or administerial modifications), duly (i) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and declared the Merger to be advisable, (ii) duly and validly approved this Agreement and the transactions contemplated thereby, including the Merger, and taken all corporate actions required to be taken by the Company’s Board of Directors to authorize the consummation of the Merger, and (iii) recommended that the stockholders of the Company Stockholder Approval (if required by applicable Law)adopt this Agreement and directed that such matter be submitted to the Company’s stockholders at the Stockholders’ Meeting. This Agreement has been duly authorized and validly executed and delivered by the Company and, and assuming due authorization, execution and delivery by Parent and the PurchaserMerger Sub, constitutes a legal, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now laws relating to or hereafter in effect, affecting creditors’ the rights and remedies of creditors generally and (ii) the remedy to general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtequity. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. On or prior to the date of this Agreement, the Board of Directors of the Company has (a) The Company has all necessary corporate power determined that this Agreement and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer Merger, are advisable and fair to and in the best interest of the Company and its stockholders, (b) approved this Agreement and the transactions contemplated hereby, including the Merger, each in accordance with the DGCL, and (c) resolved to recommend the approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger, by the Company’s stockholders and directed that this Agreement be submitted to the Company’s stockholders for approval and adoption (the “Company Recommendation”). The Company has all requisite corporate power and authority to enter into this Agreement and, subject to approval and adoption of this Agreement by the stockholders of the Company, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company, subject to (x) approval and adoption of this Agreement by the stockholders of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate (y) the transactions contemplated hereby other than, with respect to filing of the Merger, the Company Stockholder Approval (if Certificate of Merger as required by applicable Law)the DGCL. This Agreement has been duly authorized and validly executed and delivered by the Company and, and (assuming due the valid authorization, execution and delivery of this Agreement by Parent and Merger Sub and the Purchaservalidity and binding effect of this Agreement on Parent and Merger Sub) except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at Law), this Agreement constitutes a legal, the valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion . The filing of the court before which any proceeding therefor may be brought. (b) Joint Proxy Statement with the SEC has been duly authorized by the Company’s Board of Directors. The Company has taken all appropriate actions so that delivered or made available to Parent prior to the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution date of this Agreement or the Support Agreements or the consummation true, complete and correct copies of the transactions contemplated hereby or thereby, including the Offer Company Charter and Company Bylaws and the Mergercertificate of incorporation and bylaws (or comparable organizational documents) of each of its Subsidiaries, without any further action on the part each as in effect as of the stockholders or the Company Board. True and complete copies date of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support AgreementsAgreement.

Authority. (a) The Company Each of Parent and Buyer has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement by and the Company Transaction Documents to which it is a party, the performance of its obligations hereunder and thereunder, and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company each of Parent and Buyer and no stockholder votes are other proceeding (including by its direct or indirect equityholders) on the part of either Parent or Buyer is necessary to authorize this Agreement and the Transaction Documents to which either Parent or Buyer is a party or for Parent or Buyer to consummate the transactions contemplated hereby other than, with respect hereby. No vote of Parent's or Buyer's direct or indirect equityholders that has not already occurred is required to approve this Agreement or the Merger, the Company Stockholder Approval (if required by applicable Law)Transaction Documents to which they are a party. This Agreement has been been, and each of the other Transaction Documents to which either Parent or Buyer is or will be a party at the Closing will have been, duly authorized and validly executed and delivered by Parent or Buyer, as applicable, and this Agreement constitutes, and each of the Company andTransaction Documents to which Parent or Buyer is party or will be a party at the Closing will constitute, assuming due authorizationa valid, execution and delivery by Parent and the Purchaser, constitutes a legal, valid legal and binding obligation agreement of the CompanyParent or Buyer, as applicable, enforceable against the Company Parent and Buyer, as applicable, in accordance with its terms, except (a) to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ ' rights generally and (iib) that the remedy of specific performance and injunctive and other forms availability of equitable relief may be remedies, including specific performance, is subject to equitable defenses and to the discretion of the court before which any proceeding therefor thereof may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company has all necessary corporate power By virtue of the approval of the Merger and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement by the Company Stockholders and without any further action of any of the Company Stockholders or the Company, Elkay Interior Systems International, Inc., a Delaware corporation, is hereby appointed as the Stockholder Representative and as the true and lawful attorney-in-fact and exclusive agent under this Agreement. The Stockholder Representative shall have such power and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and the consummation by the Company of the transactions contemplated herebyRelated Agreements, including the Offer full power and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings authority on the part behalf of the Company Stockholders to: (i) consummate the Transactions, (ii) execute the Related Agreements and no stockholder votes are necessary make all decisions required or allowed to authorize be made by the Stockholder Representative pursuant to the Related Agreements, (iii) prepare and cause the Company to deliver the Estimated Adjustment Statement pursuant to Section 4.2(a), negotiate with Purchaser regarding any Proposed Adjustments, and otherwise take all other actions contemplated to be taken by the Stockholder Representative under Section 4.2, (iv) from and after the Closing, execute and deliver any amendment or waiver to this Agreement or any Related Agreement, (v) deliver all notices required to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law). This Agreement has been duly authorized and validly executed and be delivered by the Company andStockholders under this Agreement, assuming due authorization(vi) receive all notices required to be delivered by Purchaser to any of the Company Stockholders under this Agreement or any Related Agreement, execution and delivery (vii) receive service of process in connection with any claims under this Agreement, (viii) take all other actions to be taken by Parent or on behalf of the Company Stockholders that the Stockholder Representative may deem necessary or desirable in connection with this Agreement and the PurchaserRelated Agreements and (ix) do each and every act and exercise any and all rights which the Company Stockholders are permitted or required to do or exercise under this Agreement. Notwithstanding the foregoing, constitutes a legal, valid and binding the Stockholder Representative shall have no obligation to act on behalf of the CompanyCompany Stockholders, enforceable against except as expressly provided herein, , and for purposes of clarity, there are no obligations of the Stockholder Representative in any ancillary agreement, schedule, exhibit or the Company in accordance with its termsDisclosure Schedules. Such exclusive agency and proxy, except that and the powers, immunities and rights to indemnification granted to the Stockholder Representative Group hereunder: (i) such enforcement may be subject to applicable are coupled with an interest, are therefore irrevocable without the Consent of the Stockholder Representative and shall survive the death, incapacity, bankruptcy, insolvency dissolution or other similar Lawsliquidation of any Company Stockholder, now or hereafter in effect, affecting creditors’ rights generally and (ii) shall survive the remedy delivery of specific performance an assignment by any Company Stockholder of the whole or any fraction of his, her or its interest in the Escrow Shares. The Stockholder Representative shall be entitled to: (i) rely upon any signature believed by it to be genuine, and injunctive (ii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Stockholder or other party. All decisions and other forms of equitable relief may be subject to equitable defenses and actions by the Stockholder Representative (to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated extent authorized by this Agreement or any Related Agreement) will be binding upon all of the Support AgreementsCompany Stockholders and their successors as if expressly confirmed and ratified in writing by the Company Stockholders, and no Company Stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative may resign at any time and may be removed or replaced by a majority vote of the Company Stockholders (voting in accordance with their respective Voting Common Stock as if it were still outstanding and governed by the Company’s Organizational Documents as in effect as of immediately prior to the Closing). The immunities and rights to indemnification shall survive the resignation or removal of the Stockholder Representative and the Closing and/or any termination of this Agreement.

Authority. (a) The Company has all necessary corporate requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer Merger, subject to receipt of the Company Stockholder Approval and any regulatory approvals referenced in Section 3.5(a) of the MergerCompany Disclosure Letter. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary requisite corporate action, and no other corporate proceedings on the part of the Company Company, and no stockholder votes are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the transactions contemplated hereby hereby, other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)Approval. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the PurchaserMerger Sub, constitutes a legal, the legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought. The Company Board, at a meeting duly called and held prior to the execution and delivery of this Agreement, duly and unanimously adopted resolutions (i) approving and adopting this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) approving the Voting Agreements, (iii) declaring that this Agreement and the Merger are fair to and advisable and in the best interests of the Company and the Company’s stockholders, (iv) directing that the adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders, (v) directing that the Proxy Statement be filed with the SEC and (vi) recommending that the Company’s stockholders adopt this Agreement, which resolutions, except to the extent expressly permitted by Section 5.5, have not been rescinded, modified or withdrawn by the Company Board in any way. (b) The Assuming the accuracy of Section 4.7, the approval of the Merger by the Company has taken all appropriate actions so that Board referred to in Section 3.3(a) constitutes the only action necessary to render inapplicable to this Agreement, the Voting Agreements, the Merger, the other transactions contemplated by this Agreement, including the transactions under the Voting Agreements, and compliance with the terms of this Agreement, the restrictions on “business combinations contained combinations” (as defined in Section 203 of the DGCL) set forth in Section 203 of the DGCL will not apply with respect to or as a result of the execution of extent, if any, such restrictions would otherwise be applicable to this Agreement or Agreement, the Support Agreements or the consummation of the transactions contemplated hereby or therebyVoting Agreements, including the Offer and the Merger, without any further action on the part other transactions contemplated by this Agreement, including transactions under the Voting Agreements, or compliance with the terms of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parentthis Agreement. No other state takeover statute or similar statute or regulation applies or purports is applicable to apply to the Offerthis Agreement, the Merger or any Voting Agreements, the Merger, the other transaction transactions contemplated by this Agreement or compliance with the Support Agreementsterms of this Agreement.

Authority. (a) The Company has all necessary requisite corporate power and authority necessary to execute and deliver this Agreement, to perform (subject to the conditions contained herein) its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution Company Board, at a meeting duly called and delivery of held, has by unanimous vote (i) determined that this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer Merger, are advisable, fair to and in the best interests of the Company stockholders, (ii) approved, adopted and declared advisable this Agreement and the transactions contemplated thereby, including the Merger, have been duly (iii) directed that this Agreement be submitted to the stockholders of the Company for its adoption at a meeting of the Company stockholders for the purpose of adopting this Agreement (including any adjournment or postponement thereof, the “Company Stockholders Meeting”) and validly authorized (iv) resolved to recommend that this Agreement be adopted by all necessary corporate actionthe holders of the Company Shares. Except for the adoption of this Agreement by the affirmative vote of the holders of a majority in voting power of the outstanding Company Shares entitled to vote thereon (the “Company Stockholder Approval”), and assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.22, no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize adopt this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)hereby. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by Parent and the PurchaserMerger Sub, constitutes a legal, legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement as may be subject to applicable limited by bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws, now Laws of general applicability relating to or hereafter in effect, affecting creditors’ rights generally rights, and (ii) the remedy of to general equitable principles, including specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to (the discretion of the court before which any proceeding therefor may be brought“Enforceability Exceptions”). (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, each other Transaction Agreement to which it is, or at the Closing will be, a party, to perform its obligations hereunder and thereunder and, subject to obtaining the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement by and each other Transaction Agreement to which the Company is, or at the Closing will be, a party, and the consummation by the Company of the Merger and the other transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company and no stockholder votes are is necessary to authorize this Agreement and each such other Transaction Document, or to consummate the Merger and the other transactions contemplated hereby hereby, other than, with respect to than the Merger, affirmative vote (in person or by proxy) of the Company holders of at least a majority in combined voting power of the outstanding Shares (the “Requisite Stockholder Approval Approval”). (if required by applicable Law). b) This Agreement has been been, and, when executed at the Closing, each other Transaction Agreement to which the Company is a party will be, duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and the PurchaserMerger Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, laws affecting creditors’ rights generally and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (c) The Company Board (at a meeting or meetings duly called and held) has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Separation, are advisable and fair to, and in the best interests of, the stockholders of the Company, (ii) adopted this Agreement, (iii) directed that this Agreement be submitted to the remedy holders of specific performance Shares for approval and injunctive and other forms of equitable relief may be (iv) subject to equitable defenses the terms and conditions of this Agreement, resolved to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution recommend approval of this Agreement or by the Support Agreements or holders of Shares (the consummation “Company Board Recommendation”), which actions have not, as of the transactions contemplated hereby date hereof, been subsequently rescinded, modified or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreementswithdrawn.

Authority. Borrower By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Executive Director BANCO BILBAO VIZCAYA ARGENTARIA PUERTO RICO, as Lender By: Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Senior Vice President By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Executive Vice President SCOTIABANK DE PUERTO RICO, as Lender and Administrative Agent By: Name: Diego Masola Title: Senior Vice President EXHIBIT A ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (athe “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Company has all necessary corporate power Standard Terms and authority Conditions set forth in Annex 1 attached hereto are hereby agreed to execute and deliver incorporated herein by reference and made a part of this AgreementAssignment and Assumption as if set forth herein in full. For an agreed consideration of the Purchase Price specified below, paid by the Assignee to perform its obligations hereunder the Assignor, the Assignor hereby irrevocably sells and assigns to consummate the transactions contemplated herebyAssignee, including the Offer and the Merger. The execution Assignee hereby irrevocably purchases and delivery of this Agreement by assumes from the Company Assignor, subject to and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law). This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its termsthe Standard Terms and Conditions and the Credit Agreement, except that as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ outstanding rights generally and obligations under the respective facilities identified below and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the court before which Assignor (in its capacity as a Lender) against any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that Person, whether known or unknown, arising under or in connection with the restrictions Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on business combinations contained in Section 203 or related to any of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or therebyforegoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Offer rights and obligations sold and assigned pursuant to clause (i) above (the Mergerrights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without any further action on representation or warranty by the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support AgreementsAssignor.

Authority. (ai) The Company has all necessary corporate the requisite power and --------- authority to execute and deliver this Agreement on behalf of the Borrower and each of the other Loan Documents which are required to be executed on behalf of the Borrower as required by this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution Company is the Person who has executed this Agreement and such other Loan Documents on behalf of the Borrower and is the sole general partner of the Borrower. (ii) The execution, delivery and performance of each of the Loan Documents which must be executed in connection with this Agreement by the Company Borrower and to which the Borrower is a party and the consummation by the Company of the transactions contemplated hereby, including thereby are within the Offer and the MergerBorrower's partnership powers, have been duly and validly authorized by all necessary partnership action (and, in the case of the Company acting on behalf of the Borrower in connection therewith, all necessary corporate action, action of the Company) and no such authorization has not been rescinded. No other partnership or corporate action or proceedings on the part of the Borrower or the Company and no stockholder votes are is necessary to authorize this Agreement or consummate such transactions. (iii) Each of the Loan Documents to consummate which the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law). This Agreement Borrower is a party has been duly authorized and validly executed and delivered by on behalf of the Company and, assuming due authorization, execution Borrower and delivery by Parent and constitutes the Purchaser, constitutes a Borrower's legal, valid and binding obligation of the Companyobligation, enforceable against the Company Borrower in accordance with its terms, except that (i) such enforcement as may be subject to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting creditors’ ' rights generally and (ii) the remedy or by general principles of specific performance and injunctive and other forms equity regardless of equitable relief may be subject to equitable defenses and to the discretion whether enforcement is considered in a proceeding at law or in equity. Each of the court before Loan Documents to which any proceeding therefor may Borrower is a party is in full force and effect and all the terms, provisions, agreements and conditions set forth therein and required to be brought. (b) The Company has taken all appropriate actions so that performed or complied with by the restrictions on business combinations contained in Section 203 of Company, the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer Borrower and the Merger, without any further action Borrower's Subsidiaries on or before the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions Initial Funding Date have been previously provided to Parent. No other state takeover statute performed or similar statute or regulation applies or purports to apply to the Offercomplied with, the Merger or any other transaction contemplated by this Agreement or the Support Agreementsand no Potential Event of Default, Event of Default exists hereunder.

Authority. (a) The Each of Seller, the Company and the Rolling Mill Affiliates has all necessary requisite corporate or limited liability company power and authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder under this Agreement and the Ancillary Agreements to which it is a party, as applicable, and to consummate the transactions contemplated hereby, including the Offer hereby and the Mergerthereby. The execution execution, delivery and delivery of this Agreement performance by Seller, the Company and the Rolling Mill Affiliates of this Agreement and the Ancillary Agreements to which it is a party, as applicable, and the consummation by Seller, the Company and the Rolling Mill Affiliates of the transactions contemplated hereby, including the Offer hereby and the Merger, thereby have been duly and validly authorized by all necessary corporate actionor limited liability company action on the part of Seller, the Company and the Rolling Mill Affiliates, as applicable, and no other corporate proceedings on the part of Seller, the Company and no stockholder votes the Rolling Mill Affiliates are necessary to authorize the execution, delivery and performance by Seller, the Company and the Rolling Mill Affiliates of this Agreement and the Ancillary Agreements to which it is a party, as applicable, or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)or thereby. This Agreement has been duly authorized and validly executed and delivered by the Company Seller and, assuming due authorization, execution and delivery by Parent Buyer, constitutes, and each Ancillary Agreement, when executed and delivered by Seller, the Company and the PurchaserRolling Mill Affiliates (assuming due authorization, constitutes execution and delivery by the other parties thereto) shall constitute, a legal, valid and binding obligation of Seller, the CompanyCompany and such Rolling Mill Affiliate, as applicable, enforceable against the Company such party in accordance with its terms, terms (except that (i) such enforcement as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to applicable bankruptcy, insolvency general principles of equity (regardless of whether enforcement is sought in equity or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and at law) (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought“General Enforceability Exceptions”)). (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Assuming the accuracy of the representation in the second sentence of Section 4.6, the Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and Merger, subject to obtaining the MergerCompany Stockholder Approval. The Assuming the accuracy of the representation in the second sentence of Section 4.6 hereof, the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no stockholder votes or written consents in lieu thereof are necessary to authorize this Agreement or to consummate the transactions contemplated hereby hereby, other than, with respect to the Merger, than the Company Stockholder Approval (if required by applicable Law)and the filing of the Certificate of Merger with the Secretary of the State of Delaware. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the PurchaserMerger Sub, constitutes a legal, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtbrought (together, (i) and (ii), the “Enforceability Exceptions”). (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect At a meeting duly called and held prior to or as a result of the execution and delivery of this Agreement or Agreement, the Support Agreements or Company Board adopted resolutions by which the consummation of Company Board unanimously (i) determined that the transactions contemplated hereby or therebyconstitute a Superior Proposal as defined under the Frontier Merger Agreement and that it is in the best interests of the Company and its stockholders to terminate the Frontier Merger Agreement to enter into this Agreement, including (ii) determined that the Offer Merger and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction transactions contemplated by this Agreement are fair to and in the best interests of the Company and its stockholders, (iii) approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby, in accordance with the requirements of the DGCL, and (iv) subject to the terms and conditions of this Agreement, recommended that the stockholders of the Company vote their Shares in favor of adopting this Agreement, and, as of the date hereof, none of the aforesaid resolutions has been amended, rescinded or the Support Agreementsmodified.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject, in the case of the Merger, the satisfaction of the conditions of Section 251(h) of the DGCL, to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby other thanhereby, with respect to subject, in the case of the consummation of the Merger, the Company Stockholder Approval (if satisfaction of the conditions of Section 251(h) of the DGCL, and to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by applicable Law)the DGCL. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and the PurchaserMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and (ii) the remedy or by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtequity). (b) The Company Board, at a meeting duly called and held, at which a quorum is present, has taken all appropriate actions so unanimously approved among those members of the Company Board present and declared advisable and in the best interests of the Company and its stockholders this Agreement, the Merger, the Offer and the other transactions contemplated hereby (the “Company Determination”) and resolved to recommend that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub in the Offer (the “Company Recommendation”), which resolutions have not been rescinded, modified or withdrawn in any way except, if applicable, to the extent permitted by Section 5.3. Assuming the Minimum Tender Condition has been satisfied, no vote of holders of Shares shall be required to adopt this Agreement or approve the transactions contemplated hereby. The Company Determination, to the extent applicable, constituted approval under the provisions of Section 203 of the DGCL, as a result of which this Agreement and the transactions contemplated by this Agreement (including the Merger and the Offer) and the Tender and Support Agreements, are not and will not be subject to the restrictions on business combinations contained in under the provisions of Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support AgreementsDGCL.

Authority. (a) The Company Each Seller is organized and validly existing under the laws of the jurisdiction of its organization, and has all necessary corporate or other power required to own, lease and operate the Purchased Assets and to carry on the Business as now conducted by such Sellers ("Conducted"). Subject only to the approval of the Bankruptcy Court in the case of the Debtor Sellers, each Seller has the corporate or other power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder enter into any and all agreements contemplated in this Agreement (the "Attendant Documents") to which it is or is intended to be a party and to consummate the transactions contemplated herebyhereby and thereby. Subject only to the approval of the Bankruptcy Court in the case of the Debtor Sellers, including the Offer and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company all of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate actionAttendant Documents to which each Seller is a party, and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law). This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or and thereby, including the Offer have been duly authorized and the Merger, without any further approved by all necessary and proper corporate or other action on the part of each Seller. Subject to the stockholders or approval of the Company Board. True Bankruptcy Court in the case of the Debtor Sellers, this Agreement, and complete copies all of all Company Board resolutions reflecting such actions the Attendant Documents to which each Seller is a party, have been previously provided to Parent. No other state takeover statute (or similar statute or regulation applies or purports to apply to the Offerextent to be entered into on or prior to the Closing, will be) duly authorized and duly and validly executed and delivered, and constitute legal, valid and binding obligations of each Seller enforceable against each Seller in accordance with their respective terms. Each Non-Debtor Seller is duly authorized to conduct its business and is in good standing under the Merger laws of each jurisdiction where such qualification is required. There is no pending or, to Sellers' Knowledge, threatened action for the dissolution, liquidation, insolvency or rehabilitation of any other transaction contemplated by this Agreement or the Support AgreementsNon-Debtor Seller.

Authority. (a) The Company has all necessary corporate and each Parent have the requisite corporate, limited liability company, limited partnership or other legal entity power and authority to execute and deliver this Agreement, Agreement and the other Transaction Documents to perform its obligations hereunder which it is a party and to consummate the transactions contemplated hereby, including the Offer hereby and the Mergerthereby. The execution execution, delivery and delivery of this Agreement performance by the Company and each Parent of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Company each of them of the transactions contemplated hereby, including the Offer hereby and the Merger, have thereby has been duly and validly authorized by all necessary corporate actioncorporate, and no limited liability company, limited partnership or other corporate proceedings legal entity action on the part of the Company and each Parent, as applicable, and no stockholder votes are additional corporate, limited liability company, limited partnership or other legal entity action on the part of any of them is necessary to authorize the execution, delivery and performance by the Company or each Parent of this Agreement and the other Transaction Documents to which any of them is a party or to consummate the consummation by the Company and each Parent, as applicable, of the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)hereby. This Agreement has been been, and the applicable Transaction Documents to which the Company and each Parent are contemplated to be parties will be, duly authorized and validly executed and delivered by the Company and, and each Parent and (assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by Parent the other parties thereto) this Agreement constitutes, and when executed and delivered such other Transaction Documents will constitute, the Purchaser, constitutes a legal, valid and legally binding obligation of the CompanyCompany and each Parent, enforceable against the Company and each Parent in accordance with its their respective terms, except that as such enforceability (i) such enforcement may be subject to limited by applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium or other similar LawsLaws of general application, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses general principles of equity, whether considered in a Proceeding at law or in equity (the “Bankruptcy and to the discretion of the court before which any proceeding therefor may be broughtEquity Exception”). (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 board of managers, board of directors, or other similar governing bodies, as applicable, of the DGCL will not apply with respect Company and each Parent have (i) adopted and declared advisable the Transaction Documents to or which the Company and each Parent, as the case may be, is a result of the execution of this Agreement or the Support Agreements or party and the consummation by the Company and each Parent, as the case may be, of the transactions contemplated hereby or and thereby, including (ii) authorized and approved the Offer execution, delivery and performance of this Agreement and the Mergerother Transaction Documents to which the Company and each Parent, without any further action on as the part case may be, is a party and the consummation by the Company and each Parent, as the case may be, of the stockholders or transactions contemplated hereby and thereby and (iii) determined that this Agreement and the other Transaction Documents to which the Company Board. True or each Parent, as the case may be, is a party and complete copies the transactions contemplated hereby and thereby are in the best interests of all the Company Board resolutions reflecting such actions have been previously provided to and each Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to , as the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreementscase may be.

Authority. Each of Buyer and its Affiliates (aas applicable) The Company has all necessary requisite company, partnership or corporate (as applicable) power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements to which it is (or will be) a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, including the Offer and the MergerTransactions. The execution execution, delivery and delivery performance by each of Buyer and its Affiliates (as applicable) of this Agreement by the Company and each Ancillary Agreement to which it is (or will be) a party and the consummation by the Company it of the transactions contemplated hereby, including the Offer and the Merger, Transactions have been duly and validly authorized and approved by all necessary corporate action, and no other corporate proceedings required actions on the part of the Company and no stockholder votes are necessary to authorize this Agreement Buyer or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval such Affiliate (if required by applicable Lawas applicable). This Agreement and each Ancillary Agreement to which Buyer or any of its Affiliates is a party has been (or, in the case of any such Ancillary Agreement to be executed and delivered after the date hereof, will be) duly authorized and validly executed and delivered by the Company and, it and (assuming due authorization, execution and delivery by Parent each other party hereto or thereto (as applicable)) this Agreement and each Ancillary Agreement to which Buyer or any of its Affiliates is a party constitutes (or, in the Purchasercase of any such Ancillary Agreement to be executed and delivered after the date hereof, constitutes a will constitute) legal, valid and binding obligation obligations of the CompanyBuyer or such Affiliate (as applicable), enforceable against the Company Buyer or such Affiliate (as applicable) in accordance with its their respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or other and similar Laws, Applicable Laws now or hereafter in effect, effect affecting creditors’ rights and remedies generally and (ii) except as the remedy of specific performance and injunctive and other forms availability of equitable relief remedies may be subject to limited by equitable defenses and principles of general applicability. Buyer has made available to the discretion Company the resolutions of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 its board of the DGCL will not apply with respect to or as a result of directors approving the execution and delivery by Buyer of this Agreement or and the Support Ancillary Agreements or and the consummation by Buyer of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support AgreementsTransactions.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption and approval of this Agreement by the holders of at least a majority in combined voting power of the outstanding Shares (the “Company Stockholder Approval”), to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby other thanhereby, with respect to subject, in the case of the consummation of the Merger, to obtaining the Company Stockholder Approval (if required by applicable Law)Approval. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and the PurchaserMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and (ii) the remedy or by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and equity). On or prior to the discretion date hereof, at a meeting duly called and held, the Company Board, acting on the unanimous recommendation of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 independent committee of the DGCL will not apply with respect to or as a result of the execution of Company Board, has unanimously (i) resolved that this Agreement or the Support Agreements or the consummation of and the transactions contemplated hereby or therebybe approved in accordance with the NRS, including the Offer (ii) resolved that this Agreement and the Merger, without any further action on Merger be submitted to the part stockholders of the Company for their adoption and approval, (iii) resolved to recommend that the Company’s stockholders or adopt and approve this Agreement and the transactions contemplated hereby, and (iv) to the extent necessary, adopted resolutions having the effect of causing the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided not to Parent. No other state takeover statute or similar statute or regulation applies or purports be subject to any Takeover Law that might otherwise apply to the Offerthis Agreement, the Merger or any other transaction transactions contemplated by this Agreement, in each case which resolutions, except after the date hereof to the extent expressly permitted by Section 5.4(d) or Section 5.4(e), have not been rescinded, modified or withdrawn in any way. Assuming the accuracy of the representations and warranties of Parent and Merger Sub contained in Section 4.9, the Company Stockholder Approval is the only vote or consent of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or the Support AgreementsMerger or the other transactions contemplated hereby. There are no bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.

Authority. NO CONFLICTS. (ai) The Company Parent has all necessary requisite corporate power and corporate authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)Parent. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, valid and binding obligation agreement of the CompanyParent, enforceable against the Company it in accordance with its terms, except that (i) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency or insolvency, reorganization, moratorium and other similar Lawslaws relating to or affecting creditors generally, now or hereafter by general equity principles (regardless of whether such enforceability is considered in effect, affecting creditors’ rights generally and a proceeding in equity or at law). (ii) the remedy of specific performance The execution and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution delivery of this Agreement does not or will not, as the Support Agreements or case may be, and the consummation of the transactions contemplated hereby or therebywill not, including the Offer and the Merger, without result in any further action on the part Violation of: (A) any provision of the stockholders Organizational Documents of Parent or any of its Material Subsidiaries or (B) except as could not reasonably be expected to have a Material Adverse Effect on Parent or materially impair or delay the ability of Parent to consummate the transactions contemplated hereby and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent, any of its Material Subsidiaries or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent or the Company Board. True consummation by Parent of the transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and complete copies filings required under or in relation to clause (x) of all Company Board resolutions reflecting Section 3.1(c)(iii) and (B) such actions consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain could not reasonably be expected to have been previously provided a Material Adverse Effect on Parent or materially impair or delay the ability of Parent to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to consummate the Offer, the Merger or any other transaction transactions contemplated by this Agreement or the Support Agreementshereby.

Authority. The Board of Directors of the Company has on or --------- prior to the date of this Agreement (a) declared the Merger advisable and in the best interest of the Company and its stockholders and approved this Agreement in accordance with applicable law, (b) resolved to recommend the approval of this Agreement by the Company's stockholders and (c) directed that this Agreement be submitted to the Company's stockholders for approval. The Company has all necessary requisite corporate power and authority to execute and deliver enter into the Transaction Agreements to which it is a party and, subject to approval by the stockholders of the Company of this Agreement (which approval, for all purposes in this Agreement, shall be deemed to perform its obligations hereunder and include any necessary approval of amendments to the Company's Stock Plans) (collectively, the "Company Stockholder Approval"), to consummate ---------------------------- the transactions contemplated hereby, including the Offer hereby and the Mergerthereby. The execution and delivery of this Agreement the Transaction Agreements to which it is a party by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer hereby and the Merger, thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company and no stockholder votes are necessary Company, subject to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, the (x) Company Stockholder Approval and (if required by applicable Law)y) the filing of the Certificate of Merger pursuant to the DGCL. This Agreement has The Transaction Agreements to which it is a party have been duly authorized and validly executed and delivered by the Company and, and (assuming due the valid authorization, execution and delivery thereof by Parent and the Purchaser, other parties thereto) each such Transaction Agreement constitutes a legal, the valid and binding obligation of the Company, Company enforceable against the Company in accordance with its their terms, except that (i) such enforcement as the enforceability thereof may be subject to limited by (1) applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws, now or hereafter laws in effect, affecting creditors’ effect that affect the enforcement of creditors rights generally and or (ii2) the remedy general principals of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and equity, whether considered in a proceeding at law or in equity. Prior to the discretion filing thereof, the filing of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that Proxy Statement with the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer SEC and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies taking of all Company Board resolutions reflecting such actions in connection therewith will have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to duly authorized by the Offer, the Merger or any other transaction contemplated by this Agreement or the Support AgreementsCompany's Board of Directors.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement, including subject in the Offer and case of the Mergerconsummation of the Merger to the approval of this Agreement by the holders of a majority of the votes cast by all holders of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”). The execution and delivery of this Agreement by the Company and the consummation by the Company of the such transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other thansuch transactions, with respect subject only to the Merger, obtaining the Company Stockholder Approval (if required by applicable Law)Approval. This Agreement has been duly authorized and validly executed and delivered by is the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion general principles of the court before which any proceeding therefor may be broughtequity. (b) The Company has duly and validly taken all appropriate actions so necessary corporate action on the part of the Company to render inapplicable to the Company the provisions of Subchapters E, G, H, I and J of Chapter 25 of the PBCL. (c) The board of directors of the Company, by resolutions duly adopted by unanimous vote at a meeting duly called and held and, except to the extent contemplated by Section 6.4, not subsequently rescinded or modified in any way (the “Company Board Approval”), has duly (i) determined that this Agreement and the Merger are advisable and fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby, including the Merger, and (iii) recommended that the restrictions on stockholders of the Company adopt this Agreement (the “Company Recommendation”) and directed that this Agreement and the transactions contemplated hereby be submitted for consideration by the Company’s stockholders in accordance with this Agreement. The Company Board Approval constitutes or includes approval of this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby, including the Merger, as required under any applicable “moratorium,” “control share,” “fair price” or other applicable anti-takeover Laws or Laws that purport to restrict business combinations contained in combinations, including, without limitation, Section 203 of the DGCL will not apply with respect to or as a result Delaware General Corporation Law (the “DGCL”) and Section 2538 of Subchapter 25D and Subchapter 25F (§§ 2551-2556) of the execution of PBCL (each a “Takeover Law”), and no such Takeover Law is applicable to this Agreement or the Support Voting Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part . (d) The board of directors of the stockholders Company has received the opinion of each of its financial advisors, ▇▇▇▇▇▇ Brothers Inc and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (the “Company Financial Advisors”), dated the date, or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply shortly prior to the Offerdate, of this Agreement, to the effect that, as of the date of such opinion, the Merger or any other transaction contemplated by this Agreement or Consideration is fair, from a financial point of view, to the Support Agreementsstockholders of the Company.

Authority. (a) The Company has all necessary requisite corporate power and authority to execute enter into this Agreement and, subject to receipt of approval at the Company Meetings and deliver this Agreementthe Merger Certificate, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the MergerTransactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, Transactions have been duly and validly authorized by all necessary corporate actionthe Board of Directors of the Company, and to the extent required under applicable Law and the Company’s Articles of Association, the audit and other committees of the Board of Directors of the Company and, except for (i) the required approvals at the Company Meetings and (ii) obtaining the Merger Certificate from the Israeli Registrar of Companies, no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or and to consummate the transactions contemplated hereby other than, with respect to the Merger, Transactions by the Company Stockholder Approval (if required by applicable Law)or any of its Subsidiaries. The Board of Directors of the Company has unanimously approved this Agreement. This Agreement has been duly authorized and validly executed and delivered by the Company andCompany, assuming due authorization, execution and delivery by Parent and the PurchaserShareholders Agreement will be at Closing duly and validly executed and delivered by the Company, and assuming each of this Agreement and the Shareholders Agreement constitutes a legal, (or will constitute for the Shareholders Agreement) the valid and binding obligation agreement of the Parent, Merger Sub (where applicable) and the Kibbutz (where applicable), this Agreement and the Shareholders Agreement constitutes (or will constitute for the Shareholders Agreement), the valid and binding agreements of each of the Company and the Company’s Subsidiaries (where applicable), enforceable against the Company and each of the Company’s Subsidiaries (where applicable) in accordance with its their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws, Laws now or hereafter in effect, affecting effect relating to creditors’ rights generally and (ii) the remedy general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any equity, whether considered in a proceeding therefor may be broughtat law or in equity. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company has all necessary corporate power and authority On or prior to execute and deliver the date of this Agreement, to perform its obligations hereunder the Board of Directors of the Company has (i) determined that this Agreement and to consummate the transactions contemplated hereby, including the Offer Merger and the Subsequent Merger, are, based in part upon the opinion referenced in Section 3.23 below, advisable and fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger and the Subsequent Merger, (iii) resolved to recommend the approval and adoption of this Agreement by the Company’s stockholders and (iv) directed that this Agreement be submitted to the Company’s stockholders for approval and adoption. The Company has all requisite corporate power and authority to enter into this Agreement and, subject to approval and adoption of this Agreement by the stockholders of the Company, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer Merger and the Subsequent Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other thanCompany, with respect subject to the Merger, the Company Stockholder Approval (if filing of appropriate Merger and Subsequent Merger documents as required by applicable Law)the DGCL. This Agreement has been duly authorized and validly executed and delivered by the Company and, and (assuming due the valid authorization, execution and delivery of this Agreement by Parent Parent, Merger Sub and Merger LLC and the Purchaservalidity and binding effect of this Agreement on Parent, Merger Sub and Merger LLC) except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), this Agreement constitutes a legal, the valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion . The filing of the court before which any proceeding therefor may be brought. (b) Proxy Statement with the SEC has been duly authorized by the Company’s Board of Directors. The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 delivered or made available to Parent complete and correct copies of the DGCL will not apply with respect to or Certificate of Incorporation, as a result amended, of the execution of this Agreement or Company (the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer “Company Charter”) and the Merger, without any further action on Company’s Amended and Restated Bylaws (the part “Company Bylaws”) and the Certificate of the stockholders Incorporation and Bylaws (or the Company Board. True and complete copies comparable organizational documents) of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreementseach of its Subsidiaries.

Authority. (a) The Company has all necessary corporate power and authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the transactions contemplated hereby. Subject to the adoption and approval of this Agreement by the holders of (i) at least a majority in combined voting power of the outstanding Shares and (ii) at least a majority of the outstanding Class B Shares (the approvals in clauses (i) and (ii) collectively, including the Offer “Company Stockholder Approval”), the execution, delivery and the Merger. The execution and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no stockholder votes or any Subsidiary of the Company are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)hereby. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent ▇▇▇▇▇▇ and the Purchaser, Merger Sub constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtEquitable Principles). (b) The Company has taken all appropriate actions so Board, at a meeting duly called and held, duly adopted resolutions (i) determining that the restrictions on business combinations contained terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to and in Section 203 the best interests of the DGCL will not apply with respect Company’s stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, (iii) directing that this Agreement be submitted to or as a result the stockholders of the execution Company for adoption and approval and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby (the “Company Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.4. (c) The Company Stockholder Approval is the Support Agreements only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated hereby hereby. Notwithstanding the foregoing or therebyanything to the contrary contained herein, including Parent and Merger Sub acknowledge that, in addition to the Offer and Company Stockholder Approval, the holders of Shares will be required by applicable Securities Laws to vote, on a non-binding advisory basis, on the compensation payable to the Company’s Named Executive Officers (as defined under Item 402 of Regulation S-K promulgated by the SEC) in connection with the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company has all necessary corporate power and authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the Merger and the other transactions contemplated hereby, including the Offer and the Merger. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize approve this Agreement or to consummate the Merger and the other transactions contemplated hereby other thanhereby, with respect to subject, in the case of the consummation of the Merger, to the approval of this Agreement by the holders of a majority of the outstanding Shares (the “Company Stockholder Approval (if required by applicable LawShareholder Approval”). This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and the PurchaserMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and (ii) the remedy or by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtequity). (b) The Company has taken Board, at a meeting duly called and held at which all appropriate actions so directors of the Company were present, acting on the unanimous recommendation of the Special Committee, duly and unanimously adopted resolutions (i) determining that the restrictions on business combinations contained terms of this Agreement, the Merger and the other transactions contemplated hereby are in Section 203 the best interests of the DGCL will not apply Company and its shareholders, (ii) adopting, in accordance with respect the FBCA, and declaring advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to or as a result the shareholders of the execution Company for approval, and (iv) recommending that the Company’s shareholders vote in favor of the approval of this Agreement and the transactions contemplated hereby, including the Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.3. (c) The Company Shareholder Approval is the Support Agreements only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the Merger. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of the any of transactions contemplated hereby or thereby, including the Offer and other than the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company Each Seller has all necessary the requisite corporate power and authority to execute execute, deliver and deliver this Agreement, to perform its respective obligations hereunder under this Agreement and the Transaction Documents to which such Seller is a party and to consummate the transactions contemplated hereby, including the Offer hereby and the Mergerthereby. The execution execution, delivery and delivery performance by each Seller of this Agreement by the Company Transaction Documents to which such Seller is a party and the consummation by the Company of the transactions contemplated hereby, including the Offer hereby and the Merger, thereby have been duly and validly authorized by all necessary corporate actionaction on the part of the applicable Seller, and no other corporate or other proceedings on the part of the Company and no stockholder votes any Seller are necessary to authorize the execution, delivery and performance by each Seller of this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)or thereby. This Agreement has been been, and upon their execution the Transaction Documents shall have been, duly authorized and validly executed and delivered by the Company each Seller party thereto, and, assuming due authorization, execution authorization and delivery by Parent and the Purchaser, constitutes this Agreement constitutes, and upon their execution the Transaction Documents shall constitute, a legal, valid and binding obligation of the Companyeach Seller party thereto, enforceable against the Company such Seller in accordance with its their respective terms, except that (ia) such enforcement as enforceability may be subject to applicable limited by bankruptcy, insolvency or insolvency, reorganization, moratorium and other similar Laws, Laws now or hereafter in effect, effect relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iib) the remedy of that specific performance and injunctive and other forms of equitable relief may not be subject to equitable defenses and to available (collectively, the discretion of the court before which any proceeding therefor may be brought“Enforceability Exceptions”). (b) The Company has All corporate actions taken all appropriate actions so that by the restrictions on business combinations contained Transferred Entities in Section 203 of the DGCL will not apply connection with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action other Transaction Documents will be duly authorized on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply prior to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support AgreementsClosing.

Authority. (a) The Board of Directors of each of Parent and Merger Sub has duly adopted resolutions approving this Agreement, the Company Stockholder Voting Agreement and the transactions contemplated hereby and thereby, including the Merger and the issuance of Parent Common Shares in accordance with the Merger (the "SHARE ISSUANCE"). Each of Parent and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver this AgreementAgreement and the Company Stockholder Voting Agreement and, subject to perform its obligations hereunder and the approval of the Share Issuance by the affirmative vote of a majority of the votes cast (PROVIDED, that the total votes cast represent over 50% in interest of all securities entitled to vote) (the "PARENT STOCKHOLDER APPROVAL"), to consummate the transactions contemplated hereby, including the Offer hereby and the Mergerthereby. The execution execution, delivery and delivery performance of this Agreement by and the Company Stockholder Voting Agreement and the consummation by the Company each of the transactions contemplated hereby, including the Offer Parent and Merger Sub of the Merger, the Share Issuance and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of Parent and Merger Sub, and no other corporate proceedings on the part of the Company and no stockholder votes Parent or Merger Sub are necessary to authorize this Agreement or the Company Stockholder Agreement or to consummate the transactions so contemplated hereby (other than, with respect to than the Merger, the Company Parent Stockholder Approval (if required by applicable LawApproval). This Agreement has and the Company Stockholder Voting Agreement have been duly authorized and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming due authorization, execution and delivery by Parent this Agreement and the Purchaser, constitutes a legal, Company Stockholder Voting Agreement constitute valid and binding obligation obligations of the Companyother parties hereto and thereto, constitute valid and binding obligations of Parent and Merger Sub enforceable against the Company each of them in accordance with its their respective terms, except that (i) such enforcement as enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ ' rights generally and by the effect of general principles of equity (ii) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforcement is considered in a proceeding therefor may be broughtin equity or at law). (b) The Company Parent has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or that, as a result of the execution execution, delivery or performance of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby hereby, a "Distribution Date" (as defined in the Parent Rights Agreement) shall not be deemed to occur, the Rights shall not separate from the Parent Common Shares (to the extent the Parent Rights Agreement otherwise provides for such separation) or thereby, including become exercisable and the Offer and Company shall not become an Acquiring Person (as defined in the Parent Rights Agreement). The current holders of Rights will have no additional rights under the Parent Rights Agreement as a result of the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger Share Issuance or any other transaction contemplated by this Agreement Agreement. No state takeover statute or regulation is applicable to the Support AgreementsMerger.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, the Investors’ Rights Agreement in the form attached hereto as Exhibit B (the "Investors’ Rights Agreement"), the Warrant, (the Investors’ Rights Agreement and the Warrant are collectively referred to as the "Transaction Agreements"), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, including the Offer and the Mergerhereby or thereby. The execution and delivery of this Agreement and the Transaction Agreements by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby or thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement and the Transaction Agreements or to consummate the transactions contemplated hereby other than, with respect to or thereby. Each of this Agreement and the Merger, the Company Stockholder Approval (if required by applicable Law). This Agreement Transaction Agreements has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and the PurchaserCompany, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be terms subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion effect of the court before which any general principles of equity (regardless of whether considered in a proceeding therefor may be brought. (b) at law or in equity). The Company Board of Directors (the "Board") has taken all appropriate actions approved this Agreement, the Transaction Agreements and the transactions contemplated hereby or thereby and such approvals are sufficient so that the restrictions on business combinations contained set forth in Section 203 the Nevada Corporations Code and no other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation, (and any similar provisions, each a “Takeover Statute”), and no anti-takeover provision in the amended certificate of incorporation or by-laws of the DGCL will Company shall not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation any of the transactions contemplated hereby or thereby, including the Offer and the Mergerincluding, without but not limited to, any further action on the part exercise of the stockholders Warrant or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply permitted pursuant to the Offer, Investors’ Rights Agreement. The Company warrants and agrees to carry out its obligations as set out in the Merger or any other transaction contemplated by this Agreement or the Support AgreementsInvestor Rights Agreement.

Authority. (a) The Company has duly executed and delivered this Agreement and has taken all corporate action necessary corporate power and authority for it to execute and deliver this Agreement, . Each of the Company’s Subsidiaries to perform its obligations hereunder and be party to consummate any document or agreement in connection with the transactions contemplated hereby, including hereby has taken all corporate action necessary for it to execute and deliver such document or agreement. Subject only to receipt of the Offer affirmative vote of (i) the holders of at least sixty-six and two thirds percent (66.67%) of the outstanding shares of Company Common Stock approving this Agreement and the Merger. The execution transactions contemplated hereby (the “Company Shareholder Matters”), and delivery (ii) the Company, as holder of this Agreement all outstanding shares of common stock issued by the Company Bank Sub, this Agreement, the Merger, the Subsequent Mergers and the consummation by the Company of the transactions contemplated hereby, including the Offer hereby and the Merger, thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company and no stockholder votes are necessary each of its Subsidiaries. This Agreement is the Company’s valid and legally binding obligation, enforceable in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to authorize this or affecting creditors’ rights or by general equity principles). The Company Board, acting unanimously at a meeting where all members were present and voting on the actions approved has adopted resolutions approving and recommending to the Company’s shareholders approval of the Agreement or to consummate and the transactions contemplated hereby and any other than, with respect matters required to be approved or adopted in order to effect the Merger, the Company Stockholder Approval (if required by applicable Law)Subsequent Mergers and the other transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by The board of directors of the Company andBank Sub, assuming due authorizationacting unanimously at a meeting where all members were present and voting on the actions approved, execution has unanimously adopted resolutions approving the Bank Merger, the Bank Merger Agreement and delivery by Parent and the Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, the Parent Voting Agreement and the Company Voting Agreement and, subject to the receipt of the Company Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, including delivery and performance of this Agreement, the Offer Parent Voting Agreement and the Merger. The execution and delivery of this Company Voting Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer hereby and the Merger, thereby have been duly and validly authorized by all necessary corporate actionthe Company Board, and and, subject to the receipt of the Company Stockholder Approval, no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize approve this Agreement, the Parent Voting Agreement or the Company Voting Agreement or to consummate the transactions contemplated hereby other thanor thereby, with respect subject in the case of the consummation of the Mergers to the Merger, receipt of the Company Stockholder Approval (if and the filing of the Certificates of Merger with the Delaware Secretary of State as required by applicable Law)the DGCL and DLLCA. This Agreement, the Parent Voting Agreement has and the Company Voting Agreement have been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the applicable Parent Entities and the Purchaserany other parties hereto and thereto, constitutes a legal, constitute valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, their respective terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). As of the date hereof, the Company Board, at a meeting duly called at which all of the directors of the Company were present, has unanimously approved and (ii) declared advisable this Agreement and the remedy of specific performance and injunctive and other forms of equitable relief may be transactions contemplated hereby and, subject to equitable defenses Section 5.4, has resolved to recommend that the Company’s stockholders approve this Agreement and to the discretion transactions contemplated hereby. The Company Stockholder Approval is the only vote or consent of the court before which holders of any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 class or series of capital stock of the DGCL will not apply with respect Company necessary to or as a result of the execution of approve this Agreement or the Support Agreements Mergers or the consummation of the other transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreementshereby.

Authority. (a) The Company If such Stockholder is incorporated as a corporation, then such Stockholder has all necessary the requisite corporate power and authority and full legal capacity to enter into, execute and deliver this Agreement, to perform fully its obligations hereunder and to consummate the transactions contemplated hereby. If such Stockholder is organized as a partnership, including then such Stockholder has the Offer requisite partnership power and authority and full legal capacity to enter into, execute and deliver this Agreement, to perform fully its obligations hereunder and to consummate the Mergertransactions contemplated hereby. If such Stockholder is organized as a limited liability company, then such Stockholder has the requisite limited liability company power and authority and full legal capacity to enter into, execute and deliver this Agreement, to perform fully its obligations hereunder and to consummate the transactions contemplated hereby. If such Stockholder is organized as a trust, then such Stockholder has the requisite power and authority and full legal capacity to enter into, execute and deliver this Agreement, to perform fully its obligations hereunder and to consummate the transactions contemplated hereby. If such Stockholder is an individual, then such Stockholder has the power and authority and full legal capacity to, and is competent to, enter into, execute and deliver this Agreement, to perform fully his or her obligations hereunder and to consummate the transactions contemplated hereby. (b) The execution and delivery of this Agreement by such Stockholder, the Company performance by such Stockholder of its obligations hereunder and the consummation by the Company such Stockholder of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized and approved by all necessary corporate action, and no such Stockholder. No other corporate proceedings on the part of the Company and no stockholder votes such Stockholder are necessary to authorize the execution and delivery of this Agreement or to consummate and the transactions contemplated hereby other than, with respect to the Merger, the Company performance by such Stockholder Approval (if required by applicable Law)of its obligations hereunder. This Agreement has been duly authorized and validly executed and delivered by the Company such Stockholder and, assuming due authorization, execution and delivery hereof by Parent and the PurchaserParent, constitutes a legal, valid and binding obligation of the Companysuch Stockholder, enforceable against the Company such Stockholder in accordance with its terms, except that such enforceability (i) such enforcement may be subject to applicable limited by bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws, now laws of general application affecting or hereafter in effect, affecting relating to the enforcement of creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and to the discretion of the court before which any proceeding therefor may be broughtEquity Exception”). (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Each of the Company and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Mergerby this Agreement. The execution and delivery of this Agreement by the Company and Merger Sub and the consummation by the Company and Merger Sub of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company or Merger Sub and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)hereby. This Agreement has been duly authorized and validly executed and delivered by each of the Company and, assuming due authorization, execution and delivery by Parent Merger Sub and the Purchaser, constitutes a legal, valid and binding obligation of each of the CompanyCompany and Merger Sub, enforceable against each of the Company and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or other similar Laws, now or hereafter in effect, affecting creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtgeneral equity principles. (b) The Board of Directors of the Company (the ''Company Board''), by resolutions duly adopted by unanimous vote by unanimous written consent and not subsequently rescinded or modified in any way (the ''Company Board Approval''), has taken all appropriate actions so duly (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 Company and its stockholders, and (ii) approved and adopted this Agreement, and the transactions contemplated hereby (including the Merger). The Company Board Approval constitutes approval of this Agreement and the Merger as required under any applicable state takeover Law and no such state takeover Law is applicable to the Merger or the other transactions contemplated hereby, including, without limitation, the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result DGCL. (c) Merger Sub's Board of the execution of Directors, by unanimous written consent, has (i) determined that this Agreement or the Support Agreements or the consummation of and the transactions contemplated hereby or thereby, (including the Offer Merger) are advisable and fair to and in the best interests of the Company, as Merger Sub's sole stockholder, (ii) approved and adopted this Agreement and the transactions contemplated hereby (including the Merger, without any further action on the part of the stockholders or ) and (iii) recommended that the Company Board. True approve and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by adopt this Agreement or and the Support Agreementstransactions contemplated hereby (including the Merger).

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, assuming the representations and warranties set forth in Section 4.7 are true and correct, to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement by the Company and, assuming the representations and warranties set forth in Section 4.7 are true and correct, the consummation by the Company of the transactions contemplated herebyby this Agreement, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and, assuming the representations and warranties set forth in Section 4.7 are true and correct, no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)this Agreement. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the PurchaserMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting relating to creditors’ rights generally and (ii) the remedy equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) At a meeting duly called and held, the Company Board (i) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, and (iii) determined to make the Company Board Recommendation. As of the date of this Agreement, none of the actions described in the immediately preceding sentence has been amended, rescinded or modified in any respect. (c) The Company has has, assuming the representations and warranties set forth in Section 4.7 are true and correct, taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or therebyby this Agreement, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company 3.3.1. Buyer has all necessary corporate requisite power and authority to execute enter into this Agreement and deliver this Agreement, any Related Agreements to perform its obligations hereunder which it is a party and to consummate the transactions contemplated hereby, including the Offer hereby and the Mergerthereby. The execution and delivery of this Agreement by the Company and any Related Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby, including the Offer hereby and the Merger, thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company Buyer, and no stockholder votes are necessary further action is required on the part of Buyer to authorize this Agreement Agreement, any Related Agreements to which it is a party or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)and thereby. This Agreement Buyer has been duly authorized and validly executed and delivered by the Company this Agreement and, assuming as of the Effective Time, will have duly executed and delivered each Related Agreement to which it is a party. Assuming the due authorization, execution and delivery by Parent the other parties hereto and thereto, this Agreement and such Related Agreements constitute or, as of the PurchaserEffective Time in the case of the Related Agreements, constitutes a legalwill constitute, the valid and binding obligation obligations of the CompanyBuyer, enforceable against the Company in accordance with its their respective terms, except that (i) as such enforcement enforceability may be limited by principles of public policy and subject to applicable the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other similar Lawsequitable remedies. 3.3.2. As of the Effective Time, now or hereafter in effect, affecting creditors’ rights generally Merger Sub will have all requisite power and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject authority to equitable defenses enter into any Related Agreements to which it is a party and to consummate the discretion transactions contemplated hereby and thereby. As of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of Effective Time, the execution and delivery of this Agreement or the Support any Related Agreements or to which it is a party and the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further thereby will have been duly authorized by all necessary corporate action on the part of Merger Sub, and no further action will be required on the stockholders part of Merger Sub to authorize any Related Agreements to which it is a party or the transactions contemplated hereby and thereby (except that, with respect to Section 5.19 of this Agreement, Buyer will be required to obtain the consent of certain of its Stockholders to an increase in the size of Buyer's Board of Directors, in order to permit the election of the representative of the Company Boardin accordance with such Section 5.19). True As of the Effective Time, Merger Sub will have duly executed and complete copies delivered each Related Agreement to which it is a party. Assuming the due authorization, execution and delivery by the other parties thereto, as of all Company Board resolutions reflecting the Effective Time such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply Related Agreements will constitute the valid and binding obligations of Merger Sub, enforceable in accordance with their respective terms, except as such enforceability may be limited by principles of public policy and subject to the Offerlaws of general application relating to bankruptcy, insolvency and the Merger relief of debtors and rules of law governing specific performance, injunctive relief or any other transaction contemplated by this Agreement or the Support Agreementsequitable remedies.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject, in the case of the Merger, to the adoption and approval of this Agreement and the Merger by the holders of at least a majority of the outstanding stock of the Company entitled to vote thereon (the “Company Stockholder Approval”), to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby other thanhereby, with respect to subject, in the case of the consummation of the Merger, to obtaining the Company Stockholder Approval (if and to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by applicable Law)the DGCL. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and the PurchaserMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and (ii) the remedy or by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion equity). As of the court before which any proceeding therefor may be brought. (b) The date hereof, the Company Board, at a meeting duly called and held, has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of unanimously approved and declared advisable this Agreement or the Support Agreements or the consummation of and the transactions contemplated hereby or therebyand, including subject to Section 6.3, has resolved to recommend that the Offer and the Merger, without any further action on the part of the Company’s stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to accept the Offer, tender their Shares to Merger Sub pursuant to the Offer and, if necessary under applicable Law, adopt this Agreement and approve the Merger and the other transactions contemplated hereby in accordance with the provisions of the DGCL, which resolutions have not been rescinded, modified or withdrawn in any other transaction contemplated way except, if applicable, to the extent permitted by this Agreement or the Support AgreementsSection 6.3.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject, in the case of the Merger, to the adoption of this Agreement by the holders of at least a majority of the outstanding Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”), to consummate the transactions contemplated hereby, including the Offer and the MergerTransactions. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, Transactions have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby other thanTransactions, with respect subject to the Merger, obtaining the Company Stockholder Approval (if and filing the Certificate of Merger and the certificate of merger in connection with the Subsequent Merger, in each case with the Secretary of State of the State of Delaware as required by applicable Law)the DGCL. This Agreement has been duly authorized and validly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery by Parent and the Purchaser, counterparties hereto) constitutes a legal, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms except to the extent that enforceability (i) such enforcement may be subject to limited by applicable bankruptcy, insolvency insolvency, fraudulent transfer, moratorium, reorganization or other similar Laws, Laws affecting or relating to creditors’ rights generally (whether now or hereafter in effect, affecting creditors’ rights generally ) and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses and to general principles of equity (the discretion of the court before which any proceeding therefor may be brought“Enforceability Limitations”). (b) The Company has taken all appropriate actions so that Board, at a meeting duly called and held, duly and unanimously (as among the restrictions on business combinations contained in Section 203 members of the DGCL will not apply with respect to or as a result of the execution of Company Board present) adopted resolutions (i) approving this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or therebyAgreement, including the Offer and the Merger, without any further action on the part Subsequent Merger and the other Transactions, (ii) determining that the terms of the stockholders or Merger, the Subsequent Merger and the other Transactions are in the best interests of the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply its stockholders, (iii) directing that this Agreement be submitted to the Offerstockholders of the Company for adoption, (iv) recommending that the Merger or any other transaction contemplated by Company’s stockholders adopt this Agreement and (v) declaring that this Agreement is advisable. The Company Stockholder Approval is the only vote of the holders of any class or series of capital stock or other securities of the Support AgreementsCompany required under applicable Law, Contract or otherwise to approve the Transactions, and such vote is not necessary to consummate any Transaction other than the Merger.

Authority. (ai) The Company has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to receipt of the Company Stockholder Approval, to perform its obligations hereunder under this Agreement and to consummate the Merger and the other transactions contemplated hereby, including the Offer and the Merger. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated hereby (other than, with respect to than the Merger, receipt of the Company Stockholder Approval (if required by applicable LawApproval). This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and each of the Purchaserother parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that subject to the effects of bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing (the “Bankruptcy and Equity Exception”). (ii) The Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, at a duly called and held meeting has, by unanimous vote of all of the directors, (i) such enforcement may be subject determined that it is fair to applicable bankruptcyand in the best interests of the Company and its stockholders, insolvency or and declared it advisable, to enter into this Agreement and consummate the Merger and the other similar Lawstransactions contemplated hereby, now or hereafter in effect, affecting creditors’ rights generally and (ii) approved the remedy of specific execution, delivery and performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or and the consummation of the transactions contemplated hereby or therebyhereby, including the Offer Merger upon the terms and subject to the Mergerconditions set forth in this Agreement, without any further action on (iii) directed that the part Company submit the adoption of this Agreement to a vote at a meeting of the stockholders or of the Company Board. True in accordance with the terms of this Agreement, and complete copies (iv) subject to Section 4.02, resolved to recommend that the stockholders of all the Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by adopt this Agreement (the “Company Recommendation”) at the Company Stockholders’ Meeting, which resolutions have not as of the date hereof been subsequently rescinded, modified or the Support Agreementswithdrawn in any way.

Authority. (a) The Subject to the Company Stockholder Approval with respect to the Merger, the Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company and no other corporate or stockholder votes proceedings are necessary required on the part of Company to authorize the execution and delivery of this Agreement or to consummate the Merger and the transactions contemplated hereby other thanhereby, with respect subject only to the Merger, the Company Stockholder Approval and the filing of the Certificate of Merger pursuant to the DGCL. The affirmative vote of the holders of a majority of the outstanding shares of Common Stock (if required the “Company Stockholder Approval”) is the only vote of the holders of any class or series of Company capital stock necessary to adopt this Agreement and consummate the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has, by applicable Lawresolution adopted by unanimous vote at a meeting of all Directors duly called and held and not subsequently rescinded or modified in any way by the Board of Directors of the Company as of the date hereof), duly (i) determined that the Merger is fair to, and in the best interest of, the Company and its stockholders and declared this Agreement to be advisable, (ii) approved this Agreement and the transactions contemplated thereby, including the Merger, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ Meeting. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the PurchaserMerger Sub, constitutes a legal, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company has all necessary requisite corporate power and authority to execute enter into and deliver this Agreement, to perform its obligations hereunder under this Agreement and, subject to, in the case of the consummation of the Merger, adoption of this Agreement by the affirmative vote or consent of the holders of (i) shares of Company Common Stock representing at least a majority of the voting power of the outstanding shares of Company Common Stock and (ii) at least two-thirds of the outstanding Class A shares of common capital stock of the Company (the “Requisite Company Vote”), to consummate the transactions contemplated hereby, including the Offer and the Mergerby this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby other thanhereby, with respect to subject only, in the case of consummation of the Merger, to the receipt of the Requisite Company Stockholder Approval (if required by applicable Law)Vote. The Requisite Company Vote is the only vote or consent of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement, approve the Merger, and consummate the Merger and the other transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent ▇▇▇▇▇▇ and the PurchaserMerger Sub, constitutes a the legal, valid valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency or insolvency, moratorium, and other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generally and (ii) by general principles of equity. As of the remedy of specific performance date hereof, the Company Board has approved and injunctive declared advisable this Agreement and other forms of equitable relief may be the transactions contemplated hereby and, subject to equitable defenses and Section 6.4, has directed that this Agreement be submitted to the discretion a vote of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so Company’s stockholders, resolved to recommend that the restrictions on business combinations contained Company’s stockholders adopt and approve this Agreement and the transactions contemplated hereby (the “Company Board Recommendation”) and resolved to include the Company Board Recommendation in Section 203 the Company Proxy Statement. The Requisite Company Vote is the only vote or consent of the DGCL will not apply with respect to holders of any class or as a result series of capital stock of the execution of Company necessary to approve this Agreement or the Support Agreements Merger or the consummation of the other transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreementshereby.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including subject, in the Offer and case of the Merger, to receipt of the Stockholder Approval (as defined below). The execution Assuming the accuracy of Parent’s representations and warranties in Section 4.9, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings proceeding on the part of the Company and no stockholder votes are is necessary to authorize this Agreement or to consummate the transactions so contemplated hereby (other than, with respect to than the Merger, the Company Stockholder Approval (if and the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by applicable Lawthe DGCL). This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and the PurchaserMerger Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable the effects of bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws, now laws relating to or hereafter in effect, affecting creditors’ rights generally generally, general equitable principles (whether considered in a proceeding in equity or at law) and (ii) the remedy any implied covenant of specific performance good faith and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion fair dealing. The only vote of the court before which any proceeding therefor may be broughtstockholders of the Company required to adopt this Agreement and approve the transactions contemplated hereby is the Stockholder Approval. (b) The Company At a meeting duly called and held, the Board has taken all appropriate actions so (i) unanimously determined that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of and the transactions contemplated hereby or therebyare fair to and in the best interests of the Company’s stockholders, including (ii) unanimously approved this Agreement, the Offer Voting Agreement and the Mergertransactions contemplated hereby and thereby and (iii) unanimously resolved, without any further action on subject to Section 6.4, to recommend approval and adoption of this Agreement by its stockholders. (c) When so executed and delivered in accordance with the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the OfferVoting Agreement, the Merger Consent shall constitute a valid and effective Stockholder Approval in compliance with applicable law and the Certificate of Incorporation and By-Laws, and no other vote or action of the holders of any other transaction class or series of the capital stock of the Company will be necessary under applicable law, the Certificate of Incorporation or By-Laws or otherwise to consummate the transactions contemplated by this Agreement or the Support Agreementshereby.

Authority. (a) The Company has all necessary corporate power and authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby other thanhereby, with respect to subject, in the case of the consummation of the Merger, the Company Stockholder Approval to (i) if required by applicable Delaware Law, the adoption of this Agreement by the holders of at least a majority in combined voting power of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”), and (ii) to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and the PurchaserMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency (including, all laws related to fraudulent transfers), moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and or by general principles of equity (ii) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforcement is considered in a proceeding therefor may be broughtin equity or at Law). (b) The Company has taken Board, at a meeting duly called and held at which all appropriate actions so directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the restrictions on business combinations contained terms of this Agreement, the Offer, the Merger and the other transactions contemplated hereby are fair to and in Section 203 the best interests of the DGCL will not apply with respect to or as a result of the execution of Company’s stockholders, (ii) approving and declaring advisable this Agreement or the Support Agreements or the consummation of and the transactions contemplated hereby or therebyhereby, including the Offer and the Merger, without any further action on (iii) directing that this Agreement be submitted to the part stockholders of the Company for adoption and approval (unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 7.3(c)) and (iv) resolving to recommend that the Company’s stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to accept the Offer, tender their shares pursuant to the Merger Offer and, if required by Delaware Law, adopt this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 7.2. The Company Board, at a meeting duly called and held, has unanimously approved the grant of the Top-Up Option pursuant to this Agreement. (c) In the event that Section 253 of the DGCL is inapplicable and unavailable to effectuate the Merger, the Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other transaction securities required in connection with the consummation of the Merger. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by this Agreement or the Support AgreementsCompany other than the Merger.

Authority. (a) The Company has all necessary corporate the requisite organizational power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Company Shareholder Approval, to consummate the transactions contemplated hereby, including by this Agreement. Except for the Offer Company Shareholder Approval and the Merger. The Company Unaffiliated Shareholder Approval (as required pursuant to the terms of this Agreement), the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate actionaction on the part of the Company. Except for approvals that have been previously obtained, and the Company Shareholder Approval, the Company Unaffiliated Shareholder Approval, no other corporate proceedings votes or approvals on the part of the Company and no stockholder votes are necessary to authorize approve this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, hereby. The Company Board (upon recommendation by the Company Stockholder Approval Special Committee) at a duly held meeting has, by unanimous vote of the directors present and voting (if required by applicable Law). i) duly and validly authorized the execution and delivery of this Agreement and declared advisable the consummation of the Merger and the other transactions contemplated hereby, (ii) directed that the Merger be submitted for consideration at the Company Shareholder Meeting, and (iii) resolved to recommend that the Company Shareholders vote in favor of the adoption and approval of this Agreement and the approval of the Merger and the other transactions contemplated hereby (the "Company Board Recommendation") and to include such recommendation in the Joint Proxy Statement, subject to Section 6.6. (b) This Agreement has been duly authorized and validly executed and delivered by the Company and, and (assuming due authorization, execution and delivery by Parent and the Purchaser, Merger Sub) constitutes a legal, legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except that (i) insofar as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or other similar Laws, now or hereafter in effect, affecting creditors’ ' rights generally and by general principles of equity (ii) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether such enforceability is considered in a proceeding therefor may be broughtin equity or at Law)). (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated herebyhereunder and to perform its obligations hereunder. The Board of Directors of the Company (a) has determined that the Merger is advisable, including fair and in the Offer best interests of the Company and its shareholders, (b) has approved this Agreement, the Merger and the Merger. The Contemplated Transactions and has deemed this Agreement advisable, fair and in the best interests of the Company and its shareholders, (c) has determined that, considering the financial conditions of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company or Merger Sub, as applicable, to its creditors, (d) has approved and determined to recommend the approval and adoption of this Agreement and the approval of the Merger to the shareholders of the Company; and (e) has duly authorized the execution and delivery of this Agreement by each of the Company Ancillary Agreements to which it is a party and the consummation by the Company of the transactions contemplated herebyhereby and thereby. Except as otherwise explicitly provided in this Agreement, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to approve and authorize the execution and delivery of this Agreement or and the Ancillary Agreements to consummate which it is a party and the transactions contemplated hereby consummation of the Contemplated Transactions, other than, with respect to the Merger, than the Company Stockholder Approval (if required by applicable Law)Shareholder Approval. This Agreement and each Ancillary Agreement to which it is a party has been duly authorized and validly executed and delivered by the Company Company, and, assuming the due authorization, execution and delivery by Parent Innovate, this Agreement and the Purchaser, constitutes Ancillary Agreements to which it is a legal, party constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its their respective terms, except that subject to: (ia) such enforcement may be subject Laws of general application relating to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy relief of specific performance debtors; and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 rules of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or therebyLaw governing specific performance, including the Offer injunctive relief and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreementsequitable remedies.

Authority. Tenant hereby represents and warrants to Landlord that (ai) The Company Tenant is duly organized and validly existing in good standing under the Laws of Virginia, and possesses all licenses and authorizations necessary to carry on its business, (ii) Tenant has all necessary corporate full power and authority to execute carry on its business (subject to obtaining the Banking Approvals), enter into this Lease and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions transaction contemplated herebyby this Lease, including (iii) the Offer individual executing and delivering this Lease on Tenant’s behalf has been duly authorized to do so, (iv) this Lease has been duly executed and delivered by Tenant, (v) this Lease constitutes a valid, legal, binding and enforceable obligation of Tenant (subject to bankruptcy, insolvency or creditor rights laws generally, and principles of equity generally), (vi) the Merger. The execution execution, delivery and delivery performance of this Agreement Lease by Tenant will not cause or constitute a default under, or conflict with, the Company organizational documents of Tenant or any agreement to which Tenant is a party, (vii) the execution, delivery and the consummation performance of this Lease by the Company of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate actionTenant will not violate any applicable Law, and no other corporate proceedings (viii) all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required on the part of Tenant for the Company execution, delivery and no stockholder votes are performance of this Lease have been obtained or made. Landlord hereby represents and warrants to Tenant that (i) Landlord is duly organized and validly existing in good standing under the Laws of Delaware, and possesses all licenses and authorizations necessary to authorize carry on its business, (ii) Landlord has full power and authority to carry on its business, enter into this Agreement or to Lease and consummate the transactions transaction contemplated hereby other thanby this Lease, with respect to (iii) the Merger, the Company Stockholder Approval (if required by applicable Law). This Agreement individual executing and delivering this Lease on Landlord’s behalf has been duly authorized and validly to do so, (iv) this Lease has been duly executed and delivered by the Company andLandlord, assuming due authorization, execution and delivery by Parent and the Purchaser, (v) this Lease constitutes a valid, legal, valid binding and binding enforceable obligation of the Company, enforceable against the Company in accordance with its terms, except that Landlord (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Lawscreditor rights laws generally, now and principles of equity generally), (vi) the execution, delivery and performance of this Lease by Landlord will not cause or hereafter in effectconstitute a default under, affecting creditors’ rights generally or conflict with, the organizational documents of Landlord or any agreement to which Landlord is a party, (vii) the execution, delivery and performance of this Lease by Landlord will not violate any applicable Law, and (iiviii) the remedy all consents, approvals, authorizations, orders or filings of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the or with any court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement governmental agency or the Support Agreements or the consummation of the transactions contemplated hereby or therebybody, including the Offer and the Mergerif any, without any further action required on the part of Landlord for the stockholders or the Company Board. True execution, delivery and complete copies performance of all Company Board resolutions reflecting such actions this Lease have been previously provided to Parent. No other state takeover statute obtained or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreementsmade.

Authority. (a) The Company has all necessary corporate power and authority to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize approve this Agreement or to consummate the Merger and the other transactions contemplated hereby other thanhereby, with respect to subject, in the case of the consummation of the Merger, the receipt of the Company Stockholder Approval (if required by applicable Law)Approval. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent ▇▇▇▇▇▇ and the PurchaserMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally and (ii) the remedy or by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtequity). (b) The Company has taken all appropriate actions so Board, at a meeting duly called and held, duly adopted resolutions (i) determining that the restrictions on business combinations contained terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in Section 203 the best interests of the DGCL will not apply with respect Company’s stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to or as a result the stockholders of the execution Company for adoption, and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) The Company Stockholder Approval is the Support Agreements only vote of the holders of any class or series of the Company Capital Stock or other securities required in connection with the consummation of the Merger. Other than the Company Stockholder Approval, no vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby or thereby, including to be consummated by the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support AgreementsCompany.

Authority. (aA) The Company Borrower and each of its Subsidiaries has all necessary the requisite corporate power and authority (i) to execute execute, deliver and deliver perform each of the Transaction Documents which are to be executed by it in connection with the ▇▇▇▇▇▇▇▇ Acquisition or which have been executed by it as required by this Agreement and the other Loan Documents on or prior to Closing Date and (ii) to file the Transaction Documents which must be filed by it in connection with the ▇▇▇▇▇▇▇▇ Acquisition or which have been filed by it as required by this Agreement, the other Loan Documents or otherwise on or prior to perform the Closing Date with any Governmental Authority. (B) The execution, delivery, performance and filing, as the case may be, of each of the Transaction Documents which must be executed or filed by the Borrower or any of its obligations hereunder Subsidiaries in connection with the ▇▇▇▇▇▇▇▇ Acquisition or which have been executed or filed as required by this Agreement, the other Loan Documents or otherwise on or prior to the Closing Date and to consummate which the transactions contemplated herebyBorrower or any of its Subsidiaries is party, including the Offer and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Mergerthereby, have been duly approved by the respective boards of directors and, if necessary, the shareholders of the Borrower and validly authorized by all necessary corporate actionits Subsidiaries, and no such approvals have not been rescinded. No other corporate action or proceedings on the part of the Company and no stockholder votes Borrower or its Subsidiaries are necessary to authorize this Agreement consummate such transactions. (C) Each of the Transaction Documents to which the Borrower or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law). This Agreement any of its Subsidiaries is a party has been duly authorized executed, delivered or filed, as the case may be, by it and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a its legal, valid and binding obligation of the Companyobligation, enforceable against the Company it in accordance with its terms, terms (except that (i) such enforcement as enforceability may be subject to applicable limited by bankruptcy, insolvency insolvency, or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ ' rights generally and (ii) general principles of equity, regardless of whether such enforcement is sought at equity or at law), is in full force and effect and no material term or condition thereof has been amended, modified or waived from the remedy of specific performance terms and injunctive and other forms of equitable relief may be subject to equitable defenses and conditions contained in the Transaction Documents delivered to the discretion Administrative Agent pursuant to SECTION 5.1 without the prior written consent of the court before which any proceeding therefor may be broughtRequired Lenders. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption and approval of this Agreement and the Merger by the Required Company Stockholders (as defined below), to consummate the Merger and the transactions contemplated hereby, including by this Agreement (the Offer and “Transactions”) to be consummated by the MergerCompany. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company and no stockholder votes by the Company’s stockholders are necessary to authorize this Agreement or the Merger or to consummate the transactions contemplated hereby Transactions, other than, with respect to the Merger, the approval of this Agreement by the Required Company Stockholder Approval (if required by applicable Law)Stockholders. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and each of the Purchaserother parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now Laws relating to or hereafter in effect, affecting creditors’ rights creditors generally and by general equitable principles (ii) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether such enforceability is considered in a proceeding therefor may be broughtin equity or at law). (b) There is no stockholder rights plan, “poison pill” anti-takeover plan or other similar device in effect, to which the Company is a party or otherwise bound. The Company has taken all appropriate actions so necessary to render inapplicable to this Agreement and the Transactions contemplated hereby, including the Merger, and inapplicable to Parent, Sub and the Company’s capital stock in connection with this Agreement and the Transactions contemplated hereby, including the Merger, any and all “fair price,” “moratorium,” “control share acquisition,” “business combination” and other similar laws of the State of Nevada or the State of California, including the “Acquisition of Controlling Interest” statutes set forth in NRS 78.378 -78.3793, inclusive, and the “Combinations With Interested Stockholders” statutes set forth in NRS 78.411 - 78.444, inclusive, and no such Laws (each a “Takeover Statute”) apply or will apply to this Agreement and the Transactions contemplated hereby, including the Merger. (c) The Company Board, at a meeting duly called and held, has unanimously (i) approved, adopted, authorized and declared advisable this Agreement and the Transactions, including the Merger, (ii) determined that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of the Company and its stockholders, (iii) directed that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution adoption of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part be submitted to a vote of the stockholders or of the Company Board. True at the Company Stockholders Meeting, and complete copies (iv) resolved, subject to Section 5.7, to recommend that stockholders of all the Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by adopt this Agreement or the Support AgreementsAgreement.

Authority. (a) The Company has all necessary corporate power Service Provider shall perform the Services in the name and on behalf of FAFLIC only as provided in this Agreement or as directed by FAFLIC in writing and as agreed to by the Service Provider, such agreement not to be unreasonably withheld or delayed. Except as specifically set forth in this Agreement or authorized by FAFLIC in writing, the Service Provider shall not have authority to execute issue new insurance policies or annuity contracts in the name of FAFLIC or enter into any agreements on FAFLIC's behalf. Notwithstanding the foregoing, the Service Provider shall have the authority to issue in the name of FAFLIC, and deliver this Agreementin conjunction with the Service Provider's performance of the Services hereunder, to perform its obligations hereunder and to consummate Contracts of the transactions contemplated hereby, including types identified in clauses (i)(C)(I) through (i)(C)(IV) in the Offer and definition of "Core Business" in the MergerSPA. The execution and delivery None of the terms or provisions of this Agreement shall prohibit the Service Provider or any of its Affiliates from conducting business of whatever nature in their own names and on behalf of any person or entity other than FAFLIC. FAFLIC shall take such actions as are reasonably necessary to ensure that the Service Provider has the authority to accept funds on behalf of FAFLIC and to disburse funds from bank accounts on FAFLIC's draft or check stock for the purpose of carrying out the Service Provider's responsibilities under this Agreement. FAFLIC shall, upon the request of the Service Provider, take all actions necessary to execute amendments, in form and substance reasonably acceptable to FAFLIC, to the Contracts prepared from time to time by the Company and Service Provider to conform such policies to the consummation extent required by the Company of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize any change in law. Notwithstanding anything in this Agreement or to consummate the transactions contemplated hereby other thancontrary, FAFLIC shall retain the authority to make all final decisions with respect to the Mergeradministration of the Contracts and the Contract Liabilities with respect to which the Service Provider is providing the Services, taking into account the recommendations of the Service Provider provided to FAFLIC hereunder, which FAFLIC shall only reject in good faith and in light of the intent of the parties to and the stated purposes of the SPA, the Company Stockholder Approval (if required by applicable Law). This Core Coinsurance Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtthis Agreement. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 Service Provider shall give policyholders written notice of the DGCL will not apply with respect any changes related to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or therebypolicyholder servicing, including the Offer without limitation any new address or phone number for customer contact. The notice must be approved by FAFLIC, which approval shall not be unreasonably withheld or delayed, and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other applicable state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreementsinsurance regulatory authorities before distribution.

Authority. (a) The Company has all necessary corporate requisite company power and authority and has taken all company action necessary in order to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including subject, in the Offer and case of the Merger. , to the Company obtaining the affirmative vote of the holders of at least two thirds of the Common Stock attending a duly convened shareholders meeting of the Company (in person or by proxy) voting by poll, authorizing the Cayman Plan of Merger, including, without limitation, the adoption of the Memorandum and Articles of Associations (the “Shareholder Approval”). (b) The execution execution, delivery and delivery of this Agreement performance by the Company of this Agreement, and the consummation by the Company it of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate actioncompany action and, except for obtaining the Shareholder Approval and assuming the satisfaction of the conditions set forth in Sections 6.2(e) and 6.2(f), no other corporate proceedings company action on the part of the Company and no stockholder votes are is necessary to authorize the execution and delivery by the Company of this Agreement or to consummate and the consummation by it of the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)hereby. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaserother parties hereto, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency insolvency, moratorium or other similar Laws, now laws affecting or hereafter in effect, affecting relating to the enforcement of creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses and to general principles of equity (the discretion “Bankruptcy Exceptions”). Upon receipt of the court before which any proceeding therefor may Shareholder Approval, no further approval or vote of the Company’s shareholders shall be broughtrequired to approve, adopt and execute this Agreement or consummate the transactions contemplated hereby. (bc) The Company has taken all appropriate actions so Special Committee, at a meeting duly called and held, unanimously (i) determined that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the OfferAgreement, the Merger or any and the other transaction transactions contemplated by this Agreement are fair to, and in the best interests of, the Unaffiliated Shareholders of the Company and the Company as a whole and (ii) recommended to the Board of Directors that it approve and declare advisable this Agreement and the other transactions contemplated by this Agreement, including the Merger. The Board of Directors, at a meeting duly called and held, (A) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, the Unaffiliated Shareholders of the Company and the Company as a whole, (B) approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (C) declared this Agreement advisable, and (iv) resolved to recommend authorization, adoption and approval of the Merger, the Cayman Plan of Merger and this Agreement by the shareholders of the Company (collectively, the “Board Recommendation”). The Board of Directors, acting upon the unanimous recommendation of the Special Committee, has directed that the Cayman Plan of Merger and this Agreement be submitted to the holders of Common Stock for their approval. Assuming the satisfaction of the conditions set forth in Sections 6.2(e) and 6.2(f), the Shareholder Approval is the only vote of the holders of any class or series of the Support AgreementsCompany’s securities necessary to approve, adopt and execute this Agreement and consummate the transactions contemplated hereby.

Authority. (a) The Company Buyer has all necessary requisite corporate power and authority to execute enter into this Agreement and deliver this Agreement, to perform its obligations hereunder the other Transaction Documents and to consummate the transactions contemplated hereby, including the Offer hereby and the Mergerthereby. The execution and delivery of this Agreement by and the Company other Transaction Documents and the consummation by the Company of the transactions contemplated hereby, including the Offer hereby and the Merger, thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)Buyer. This Agreement has and the other Transaction Documents have been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution Buyer and delivery by Parent and the Purchaser, constitutes a legal, constitute valid and binding obligation obligations of the Company, Buyer enforceable against the Company Buyer in accordance with its terms, except that their terms subject to (i) such enforcement may be subject Laws of general application relating to applicable bankruptcy, insolvency or other similar Lawsinsolvency, now or hereafter in effectmoratorium and the relief of debtors, affecting creditors’ rights generally and (ii) the remedy availability of specific performance and performance, injunctive relief and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies. (b) The Company has taken all appropriate actions so that execution and delivery of this Agreement and the restrictions on business combinations contained in Section 203 other Transaction Documents by Buyer do not, and the consummation of the DGCL transactions contemplated hereby and thereby will not apply not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under any provision of the Certificate of Incorporation or Bylaws of Buyer. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to or as a result of Buyer in connection with the execution and delivery of this Agreement or and the Support Agreements other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, including the Offer except for (i) such consents, approvals, orders, authorizations, registrations, declarations and the Mergerfilings as may be required under applicable securities Laws, without and (ii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Buyer Material Adverse Effect and would not prevent, or materially alter or delay any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction transactions contemplated by this Agreement or the Support AgreementsAgreement.

Authority. (a) The Company has all necessary corporate requisite power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, including subject, in the Offer and case of consummation of the Merger, to obtaining Company Stockholder Approval (as defined below) as contemplated in Section 6.2. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and no further action is required on the part of the Company to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby, subject only to obtaining the Company Stockholder Approval and the filing of the Certificate of Merger pursuant to Delaware Law. The vote of the Company’s stockholders that is required by the Charter Documents, by applicable Legal Requirements and by any applicable Contracts between the Company and any of its stockholders, to approve this Agreement, the Merger and the transactions contemplated hereby by the Company and the consummation by stockholders is set forth in Section 3.3(a) of the Company Disclosure Letter (such required vote set forth on Section 3.3(a) of the Company Disclosure Letter, the “Company Stockholder Approval”). By resolution adopted by unanimous vote at a meeting of all members of the Company’s Board of Directors duly called and held and not subsequently rescinded or modified in any way, the Board of Directors of the Company has duly (i) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders, and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on (iii) recommended that the part stockholders of the Company approve and no stockholder votes are necessary to authorize adopt this Agreement or to consummate and approve the transactions contemplated hereby other than, with respect Merger and directed that such matter be submitted to the Merger, Company’s stockholders at the Company Stockholder Approval (if required by applicable Law)Stockholders’ Meeting. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the PurchaserMerger Sub, constitutes a legal, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ia) such enforcement may be subject to limited by applicable bankruptcy, insolvency or insolvency, reorganization, moratorium and other similar Laws, now laws affecting or hereafter in effect, affecting relating to creditors’ rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 is subject to general principles of the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreementsequity.

Authority. (ai) The Company has all necessary the requisite corporate power and corporate authority to execute enter into and deliver perform its obligations under this Agreement, to perform its obligations hereunder the Registration Rights Agreement and the Escrow Agreement and to consummate issue the transactions contemplated herebyConvertible Debenture, including the Offer Warrants and the Merger. The execution Investor Shares pursuant to their respective terms, (ii) the execution, issuance and delivery of this Agreement Agreement, the Registration Rights Agreement, the Escrow Agreement, the Convertible Debenture and the Warrants by the Company and the consummation by the Company it of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part further consent or authorization of the Company or its Board of Directors or stockholders is required, and no stockholder votes are necessary to authorize (iii) this Agreement or to consummate the transactions contemplated hereby other than, with respect to the MergerAgreement, the Company Stockholder Approval (if required by applicable Law). This Agreement has Registration Rights Agreement, the Escrow Agreement, the Convertible Debenture and the Warrants have been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and at the Purchaser, constitutes a legal, Closing shall constitute valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its their terms, except that (i) as such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy equitable principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general application. The Company has taken all appropriate actions so that duly and validly authorized and reserved for issuance shares of Common Stock sufficient in number for the restrictions on business combinations contained in Section 203 conversion of the DGCL will not apply with respect to or as Convertible Debenture (assuming a result Market Price of $1.00) and the exercise of the execution of this Agreement or Warrants. The Company understands and acknowledges the Support Agreements or potentially dilutive effect to the consummation Common Stock of the transactions contemplated hereby or therebyissuance of the Investor Shares. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debenture and Warrant Shares upon exercise of the Warrants in accordance with this Agreement, including the Offer Convertible Debenture and the MergerWarrants, respectively, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company and notwithstanding the commencement of any case under 11 U.S.C. section 101 et seq. (the "Bankruptcy Code"). The Company shall not seek judicial relief from its obligations hereunder except pursuant to the Bankruptcy Code. In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. section 362 in respect of the conversion of the Convertible Debenture and/or exercise of the Warrants. The Company agrees, without any further action on the part of the stockholders cost or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply expense to the OfferInvestor, the Merger to take or consent to any other transaction contemplated by this Agreement or the Support Agreementsand all action necessary to effectuate relief under 11 U.S.C. section 362.

Authority. (a) Section 3.4.1 The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the adoption of this Agreement by the Required Company Stockholders, to consummate the transactions contemplated hereby, including by this Agreement to be consummated by the Offer and the MergerCompany. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or the Merger or to consummate the transactions contemplated hereby other thansubject, with respect to the Merger, to the adoption of this Agreement by the Required Company Stockholder Approval (if required by applicable Law)Stockholders. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and each of the Purchaserother parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Section 3.4.2 The Company Board, at a meeting duly called and held, has adopted resolutions (i) such enforcement may be subject to applicable bankruptcydeclaring that this Agreement and the Merger are advisable and in the best interests of the Company’s stockholders, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) approving and adopting this Agreement and the remedy Merger, (iii) directing that the adoption of specific performance and injunctive and other forms of equitable relief may this Agreement be subject submitted to equitable defenses and to the discretion a vote at a meeting of the court before which any proceeding therefor may be brought. stockholders of the Company and (biv) The recommending that the stockholders of the Company has taken all appropriate actions so that adopt this Agreement. Assuming the accuracy of the representation and warranty set forth in Section 4.17, the action of the Board of Directors of the Company (the “Company Board”) in approving this Agreement and the Merger is sufficient to render inapplicable to this Agreement and the Merger the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result DGCL. To the knowledge of the execution of this Agreement Company after due inquiry, no other “fair price”, “merger moratorium”, “control share acquisition” or the Support Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state anti-takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support AgreementsMerger.

Authority. (a) The Company Each CBRG Party has all necessary corporate the requisite exempted company, corporate, limited liability company or other similar power and authority to execute and deliver this AgreementAgreement and each Ancillary Document to which it is or will be a party, to perform its obligations hereunder and thereunder, and, subject to consummate the transactions contemplated herebyreceipt of, including in the Offer case of CBRG, the Required CBRG Shareholder Approval and, as applicable, the approvals and consents to be obtained pursuant to Section 5.23, in the Merger. The execution case of HoldCo, the approvals and delivery consents to be obtained by HoldCo pursuant to Section 5.9, in the case of this Agreement CBRG Merger Sub, the approvals and consents to be obtained by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporate actionCBRG Merger Sub pursuant to Section 5.10, and no other corporate proceedings on in the part case of Company Merger Sub, the approvals and consents to be obtained by Company and no stockholder votes are necessary Merger Sub pursuant to authorize this Agreement or Section 5.11, in each case to consummate the transactions contemplated hereby other than, with respect and thereby. Subject to the Mergerreceipt of the Required CBRG Shareholder Approval and, as applicable, the approvals and consents to be obtained pursuant to Section 5.23, and the approvals and consents to be obtained by HoldCo (pursuant to Section 5.9), CBRG Merger Sub (pursuant to Section 5.10) and Company Stockholder Approval Merger Sub (if required by applicable Lawpursuant to Section 5.11). This Agreement has been duly authorized and validly executed and delivered by , the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the execution of this Agreement Agreement, the Ancillary Documents to which a CBRG Party is or will be a party, the Support Agreements or performance of a CBRG Party’s obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by all necessary exempted company, corporate, limited liability company or thereby, including the Offer and the Merger, without any further other similar action on the part of such CBRG Party. This Agreement has been and each Ancillary Document to which a CBRG Party is or will be a party has been or will be, upon execution thereof, duly and validly executed and delivered by such CBRG Party and constitutes or will constitute, upon execution thereof, as applicable, a valid, legal and binding agreement of such CBRG Party (assuming this Agreement has been and the stockholders Ancillary Documents to which such CBRG Party is or will be a party are or will be, upon execution thereof, as applicable, duly authorized, executed and delivered by the Company Boardother Persons party hereto or thereto, as applicable), enforceable against such CBRG Party in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the OfferThe Required CBRG Shareholder Approval, together with, as applicable, the Merger approvals and consents to be obtained pursuant to Section 5.23, are the only votes or consents of the holders of any other transaction class or series of Equity Securities of CBRG required to approve and adopt this Agreement, the Ancillary Documents to which CBRG is or is contemplated by this Agreement or to be a party, the Support Agreementsperformance of the obligations of the CBRG hereunder and thereunder and the consummation of the transactions contemplated hereby (including the Mergers).

Authority. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer Offer, the exercise of the Top-Up Option and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer Offer, the exercise of the Top-Up Option and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no stockholder votes or consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, (i) the Company Stockholder Approval (Approval, if required and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL). The Company Board, by applicable Law)resolutions duly adopted by unanimous vote of those voting on such matters at a meeting duly called and held, has, and as of the date of this Agreement not subsequently rescinded or modified in any way, (x) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to, and in the best interests of, the Company and its stockholders, (y) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger and (z) resolved to recommend that the Company’s stockholders accept the Offer, tender their Shares to the Purchaser in the Offer and, to the extent applicable, adopt this Agreement. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except that (i) as such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws, now or hereafter in effect, Laws affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion effect of the court before which any general principles of equity, whether considered in a proceeding therefor may be broughtin equity or at law). (b) The Company Board has taken or will take all appropriate actions so that the restrictions on business combinations contained in action necessary to render Section 203 of the DGCL will not apply with respect inapplicable to the execution, delivery or as a result of the execution performance of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or therebyAgreement, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the Top-Up Option, including the acquisition of Shares pursuant thereto, the Tender Agreements or any other transaction contemplated by this Agreement Agreement. No other “moratorium,” “fair price,” “business combination,” “combinations with interested stockholders,” “control share acquisition” or similar provision of any state anti-takeover Law or other Law that purports to limit or restrict business combinations or the Support Agreementsability to acquire or vote shares (collectively, “Takeover Statutes”) is, or at the Effective Time will be, applicable to the execution, delivery or performance of this Agreement, the Offer, the Merger or the Top-Up Option, including the acquisition of Shares pursuant thereto, the Tender Agreements or any other transaction contemplated by this Agreement. (c) The Company is not a party to any stockholder rights plan or “poison pill” agreement.