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 execute, deliver and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the Mergers 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 Mergers 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 Mergers and the other transactions contemplated hereby other thanhereby, with respect subject, in the case of the consummation of the Mergers, to the Merger, adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (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 the Parent and the PurchaserParties, 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, duly and unanimously adopted resolutions (i) determining that the restrictions on business combinations contained terms of this Agreement, the Mergers 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 and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (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 Mergers, 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 transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part by this Agreement. No vote of the stockholders 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 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 than the Offer, the Merger or any other transaction contemplated by this Agreement or the Support AgreementsMergers.

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) Section 3.4.1 The Company Company, through the Receiver, by virtue of the Order, has all necessary corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, including by this Agreement and each Ancillary Agreement to be consummated by the Offer and the MergerCompany. The execution and delivery of this Agreement and each Ancillary 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 action, action and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby other than, with respect to the Merger, as provided in Section 3.20. The Receiver has approved this Agreement and each Ancillary Agreement, declared advisable the transactions contemplated hereby and thereby and has recommended this Agreement and each Ancillary Agreement to the stockholders of the Company Stockholder Approval (if required by applicable Law)and has directed that this Agreement and each Ancillary Agreement and the transactions contemplated hereby and thereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders. This Agreement has and each Ancillary Agreement have been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their respective 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) Section 3.4.2 The Company Receiver, having been granted the power to do so by the Court, has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 Sections 78.411 through 78.444, inclusive, of the DGCL NRS will not apply with respect to or as a result of the execution of this Agreement or the Support Agreements or the consummation of any Ancillary Agreement and the transactions contemplated hereby or and thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Company BoardReceiver. True and complete copies of all Company Board resolutions documentation of the Receiver reflecting such actions have been previously provided to Parentincluded in Section 3.4 of the Company Disclosure Schedule. No other state takeover statute or similar statute or regulation applies is applicable to or purports to apply be applicable to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreementsany Ancillary Agreement.

Authority. (a) The Company Retail Parent has all necessary the requisite corporate power and authority to execute and deliver this Agreement, Agreement and the Ancillary 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 and delivery of this Agreement by and the Company Ancillary Documents 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 (and such Ancillary Documents to which it is a party will be) duly and validly authorized by all necessary corporate action, and no other corporate proceedings requisite action on the part of the Company Retail Parent and no stockholder votes are necessary to authorize this Agreement further consent, approval or to consummate action is required by or from Retail Parent or any of its equityholders or creditors in connection with the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)and thereby. This Agreement has been (and the execution and delivery of each of the Ancillary Documents to which Retail Parent is a party will be) duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Retail Parent and the Purchaser, constitutes a legalvalid, valid legal and binding obligation agreement of Retail Parent (assuming this Agreement has been and the CompanyAncillary Documents to which it is a party will be duly and validly authorized, executed and delivered by the other parties hereto and thereto), enforceable against the Company Retail Parent 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 Each member of the DGCL Contributor Group has the requisite corporate power and authority to deliver the Ancillary Documents to which it is a party and Retail Parent will not apply with respect use its best efforts to or as a result of the execution of this Agreement or the Support Agreements or cause 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 and the Support AgreementsAncillary Documents by itself and its Affiliates.

Authority. (a) The Company Seller has all necessary corporate the requisite limited liability company power and authority to execute (i) own, use and deliver operate the Purchased Assets and to carry on the Product Business as now being conducted and (ii) enter into this AgreementAgreement and the Ancillary Agreements to which it is a party, to 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 by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer Ancillary Agreements to which Seller 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 and thereby have been duly authorized by all necessary limited liability company actions of Seller. This Agreement constitutes, and each Ancillary Agreement to which it is a party, when executed and delivered by Seller, will constitute, the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally, and subject to equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Enforceability Exceptions”). (b) Each Affiliate of Seller that will enter into an Ancillary Agreement has the requisite entity power and authority to perform its obligations under each Ancillary Agreement to which it is a party and to consummate the transactions contemplated thereby, including . The execution and delivery of the Offer Ancillary Agreements to which any Affiliate of Seller is a party and the Merger, without any further action on the part consummation of the stockholders or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions transactions contemplated thereby have been previously provided to Parentduly authorized by all necessary organizational actions of such Affiliate. No other state takeover statute or similar statute or regulation applies or purports to apply Each Ancillary Agreement, when executed and delivered by an Affiliate of Seller that is a party thereto, will constitute the valid and legally binding obligation of such Affiliate, enforceable against such Affiliate in accordance with its terms, subject to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support AgreementsEnforceability Exceptions.

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 except for the Merger, the Company Requisite Stockholder Approval (if required by applicable Lawas defined below). 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, 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 approval at a special meeting or by written consent 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, including the Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) The adoption of this Agreement by stockholders holding at least a majority of the Support Agreements outstanding shares of the Company’s voting common stock is the only vote or consent of the holders of any class or series of the Company’s capital stock or other securities required by applicable Law in connection with the consummation of the Merger (the “Requisite Stockholder Approval”). Other than the Requisite Stockholder Approval, no vote or consent 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. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, Agreement and the Operative Agreements to which it is a party and 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 the Company Operative 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 approved by all necessary corporate actionthe Board of Directors of the Company. In addition, the Board of Directors of the Company has adopted a resolution substantially in the following form: "RESOLVED, that the Company be, and no it hereby is, authorized to engage, from time to time, in any "business combination" (as defined in Section 14A:10A-3 of the New Jersey Business Corporation Act) with or otherwise involving or affecting Edwardstone, MidMark and/or their respective Affiliates, including, without limitation, repurchases by the Company of shares of its common stock from such Person(s), loan transactions, and transactions that may involve the sale or issuance by the Company of its assets or voting securities (or securities convertible into, or exchangeable for, its voting securities), on such terms and conditions as may be agreed upon by the parties thereto at the time of such transaction(s), the intent of this resolution being to constitute advance approval of such transaction(s) as required by Section 14A:10A-4 of the New Jersey Business Corporation Act." No other corporate proceedings on the part of the Company and no stockholder votes or its stockholders are necessary to authorize the execution, delivery and performance by the Company of this Agreement or and the Operative Agreements to consummate which it is a party and the consummation by the Company of the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)and thereby. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, and constitutes and upon the execution and delivery by Parent and the PurchaserCompany of the Operative Agreements to which it is a party, constitutes a such Operative Agreements will constitute legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement as enforceability may be subject to applicable limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ ' rights 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) 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. (ai) The Company has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and in the case of the Merger, subject to perform its obligations hereunder and receipt of the Shareholder Approval, 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 hereby and the Merger, thereby have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no such authorization satisfies Section 310(a)(2) of the California Code. 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 by this Agreement (other than, with respect to in the case of the Merger, the Company Stockholder Approval (if required by applicable Lawreceipt of the Shareholder 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 each of the Purchaserother Parties hereto, this Agreement 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, fraudulent transfer, moratorium, reorganization or other similar Laws, now or hereafter in effect, Laws affecting creditors’ 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) (the “Bankruptcy and Equity Exception”). (ii) the remedy The Board of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Directors of the court before which any proceeding therefor may be brought. (b) The Company Company, at a duly held meeting, has taken by unanimous vote of 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 directors, (A) determined that it is in the best interests of the execution Company and its shareholders, and declared it advisable, to enter into this Agreement, (B) approved the execution, delivery and performance of this Agreement or the Support Agreements or and the consummation of the transactions contemplated hereby or and thereby, including the Offer and the Merger, without any further action on upon the part terms and conditions set forth in this Agreement, (C) directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders or shareholders of the Company Board. True in accordance with the terms of this Agreement, unless the adoption of this Agreement by the shareholders of the Company is not required by applicable Law, (D) subject to Section 5.02, resolved to recommend that the shareholders of the Company accept the Offer and complete copies tender their shares of Company Common Stock pursuant to the Offer and, if required by applicable Law, adopt this Agreement (this clause (D), the “Company Recommendation”), (E) irrevocably approving for all Company Board resolutions reflecting such actions have been previously provided purposes each of Parent, Merger Sub and their respective Affiliates with respect to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to this Agreement and the transactions contemplated hereby and thereby (including the Offer, the Top-Up and the Merger) to exempt such Persons, agreements and transactions from, and to elect for the Company, Parent, Merger Sub and their respective Affiliates not to be subject to, any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other similar anti-takeover Laws (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to the Company, Parent, Merger Sub or any other transaction contemplated by of their respective Affiliates or this Agreement or the Support Agreementstransactions contemplated hereby or thereby (including the Offer, the Top-Up and the Merger) with respect to any of the foregoing and any takeover-related provision in the Company Certificate or Company Bylaws and (F) authorizing and approving the Top-Up and the issuance of the Top-Up Shares thereunder, which resolutions have not as of the date hereof been subsequently rescinded, modified or withdrawn in any way.

Authority. (a) The Company has all necessary the full legal right, corporate power and authority to execute enter into this Agreement and deliver this Agreement, the transactions contemplated hereby and to perform its obligations hereunder pursuant to the terms of this Agreement, subject to the approval and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery adoption of this Agreement by the Company Company's stockholders and the consummation by consents set forth in 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 Disclosure Schedule 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 legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to as limited by applicable bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium or other similar Lawslaws of general application referring to or affecting enforcement of creditors' rights, now or hereafter by general equitable principles (regardless of whether enforcement is sought 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 a proceeding therefor may be broughtat law or in equity). (b) The At a meeting duly called and held, the Company's Board unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company has taken and the Company's stockholders and declared the advisability of the Merger, (ii) approved and authorized this Agreement, the Merger and the other transactions contemplated hereby, (iii) resolved, subject to its fiduciary duties, to recommend approval and adoption of this Agreement and the Merger by the Company's stockholders and (iv) took all appropriate actions so that the restrictions on business combinations contained in and necessary action to render any anti-takeover statute or regulation of any jurisdiction, including Section 203 of the DGCL will not apply with respect GCL (each, a "Takeover Statute"), inapplicable to or as a result this Agreement, the Merger and the other transactions contemplated by this Agreement. No other corporate proceedings on the part of the execution Company are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the Support Agreements or Merger and the other transactions contemplated by this Agreement (other than, with respect to the consummation of the Merger, the approval and adoption of this Agreement by the stockholders of the Company in accordance with the GCL and the filing of the Certificate of Merger in accordance with the GCL). The affirmative vote of the holders of a majority of the outstanding Shares is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the Merger, approve and adopt this Agreement and in favor of the transactions contemplated hereby. (c) The Company has no knowledge of any state anti-takeover or similar statute (other than the Takeover Statute) that is applicable to Purchaser or Merger Sub in connection with the Merger, this Agreement or any of the transactions contemplated hereby or thereby. (d) J.▇. ▇▇▇▇▇▇ Securities, including Inc. (the Offer "Financial Advisor") has delivered to the Company's Board its written opinion, dated as of the date of this Agreement, that, as of such date and the Merger, without any further action based on the part assumptions, qualifications and limitations contained therein, the Stock Price is fair to the holders of Shares from a financial point of view. (e) H▇▇▇▇▇▇▇ L▇▇▇▇ ▇▇▇▇▇▇ & Z▇▇▇▇ Financial Advisors, Inc. ("H▇▇▇▇▇▇▇ L▇▇▇▇") has delivered to the Company's Board, its written opinion dated 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 this Agreement, as to the Offer, matters set forth on Schedule 3.2(e) hereto (the Merger or any other transaction contemplated by this Agreement or the Support Agreements"Initial Opinion").

Authority. (a) The Company has all necessary corporate the requisite limited liability company power and authority to execute and deliver this Agreement, Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, including the Offer herein and the Mergertherein. The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, herein or therein have been 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 by all necessary action on the part of the holders of the Company’s Equity Interests. No other limited liability company actions on the part of the Company or any Company Subsidiary, and no stockholder votes other actions on the part of any of the holders of the Company Member Interests, are necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party, to perform the obligations of the Company hereunder and thereunder or for the Company to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)herein and therein. This Agreement has been and each of the other Transaction Documents to which the Company is or will be a party have been, or upon execution and delivery thereof will be, duly authorized and validly executed and delivered by the Company and, assuming due authorizationthat this Agreement and the other Transaction Documents to which the Company is a party constitute the valid and binding agreement of the other parties hereto and thereto, constitute, or upon execution and delivery by Parent and will constitute, the Purchaser, constitutes a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its termstheir respective terms and conditions, except that the enforcement hereof and thereof may be limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent conveyance 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 equity (regardless 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 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 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 of Company Common Stock (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) 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 that the restrictions on business combinations contained in Section 203 directors of the DGCL will not apply with respect to or as a result of Company were present, duly adopted resolutions: (i) approving the execution execution, delivery, and performance of this Agreement or the Support Agreements or and the consummation of the transactions contemplated hereby or therebyhereby, including the Offer Merger, (ii) deeming it fair to, advisable and in the best interests of the Company and its stockholders, to enter into this Agreement, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the Mergertransactions contemplated hereby, without including the Merger (the “Company Board Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn in any further action on way, except as may be expressly permitted by Section 6.2. (c) The Company Stockholder Approval is the part only vote of the stockholders holders of any class or series of the Company Board. True and complete copies Company’s capital stock or other securities required in connection with the consummation 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 this Agreement or the Support Agreementshereby.

Authority. (a) The Each of Parent, Seller and Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and each other Transaction Document to which it is or, at the Closing, will become a party, to perform its obligations hereunder under this Agreement and each such other Transaction Document to which it is a party, and to consummate the transactions contemplated hereby, including the Offer hereby and the Mergerthereby. The execution and delivery by each of Parent, Seller and Company of this Agreement by and each other Transaction Document to which it is or, at the Company Closing, will become a party, 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 each of Parent, Seller and Company (including by the respective shareholders’ meeting, board of directors or equivalent governing body), and no other corporate corporate, partnership or similar proceedings on the part of each of Parent, Seller and the Company and no stockholder votes are necessary to authorize this Agreement and each such other Transaction Document, or to perform their obligations under or to consummate the transactions contemplated hereby other thanand thereby. Each of Parent, Seller and Company has or, with respect to any Transaction Document to be executed at the MergerClosing, at the Company Stockholder Approval (if required by applicable Law). This Agreement has been Closing will have duly authorized and validly executed and delivered by this Agreement and each other Transaction Document to which it is or, at the Company Closing, will become a party and, assuming the due authorization, execution and delivery by Parent of the other parties hereto and thereto, this Agreement and each such other Transaction Document constitutes or, with respect to any Transaction Document to be executed at the PurchaserClosing, constitutes a legalwill constitute the valid, valid legal and binding obligation obligations of the each of Parent, Seller and Company, as applicable, enforceable against the each of Parent, Seller and Company in accordance with its respective terms, except that (i) such enforcement may be subject to any 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 or 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. (a) The Company Each of CMFT and Merger Sub has all necessary the requisite corporate or limited liability company power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement, including the Offer and the Merger. The execution and delivery of this Agreement by the Company each of CMFT and Merger Sub and the consummation by the Company CMFT and Merger Sub of the transactions contemplated hereby, including the Offer and the Merger, by this Agreement have been duly and validly authorized by all necessary corporate or limited liability company action, as applicable, and no other corporate or limited liability company proceedings on the part of the Company and no stockholder votes CMFT or Merger Sub are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated hereby other thanby this Agreement, with respect subject, to the Mergerfiling of the Articles of Merger with, and acceptance for record of such Articles of Merger by, the Company Stockholder Approval SDAT. (if required by applicable Law). b) This Agreement has been duly authorized and validly executed and delivered by the Company CMFT and Merger Sub and, assuming due authorization, execution and delivery by Parent and the PurchaserCCIT III, constitutes a legal, legally valid and binding obligation of the Company, each of CMFT and Merger Sub enforceable against the Company CMFT and Merger Sub 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). (bc) The Company On the recommendation of the CMFT Special Committee, the CMFT Board (including a majority of directors and independent directors not otherwise interested in the Merger) has taken all appropriate actions so (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 terms 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 advisable and in the best interest of CMFT, and (ii) approved and authorized this Agreement, the Merger and the other transactions contemplated by this Agreement, which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the Support Agreementsdate hereof by Section 7.3. (d) CMFT, as the sole member of Merger Sub, has approved this Agreement and the Merger.

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 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 Board of Directors of the Company has taken (the “Company 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 and its 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 by this Agreement, 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’s capital stock or other securities required in connection with the consummation of the Merger and the other transactions contemplated hereby. 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 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. (a) The Company has all necessary corporate power and authority to execute and deliver Notwithstanding any other provision of this Agreement, nothing herein shall be construed to perform its obligations hereunder and impose any fiduciary or other duty on any Applicable Collateral Agent or any Applicable Representative to consummate any Non-Controlling Claimholder or give any Non-Controlling Claimholder the transactions contemplated herebyright to direct any Applicable Collateral Agent or any Applicable Representative, including the Offer and the Merger. The execution and delivery except that each Applicable Collateral Agent shall be obligated to distribute proceeds 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 any Shared Collateral 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 broughtSection 2.1 hereof. (b) The Company has taken all appropriate actions so In furtherance of the foregoing, each Non-Controlling Claimholder acknowledges and agrees that the restrictions on business combinations contained in Section 203 Applicable Collateral Agent shall be entitled, for the benefit of the DGCL will not apply Parity Lien Claimholders, to sell, transfer or otherwise dispose of or deal with respect any Shared Collateral as provided herein and in the Parity Lien Collateral Documents, as applicable, without regard to or any rights to which the Non-Controlling Claimholders would otherwise be entitled as a result of the execution of this Agreement or Parity Lien Obligations held by such Non-Controlling Claimholders. Without limiting the Support Agreements or the consummation foregoing, each Non-Controlling Claimholder agrees that none of the transactions contemplated hereby Applicable Collateral Agent, the Applicable Representative or therebyany other Parity Lien Claimholder shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Collateral securing any of the Parity Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral securing any Parity Lien Obligations), in any manner that would maximize the return to the Non-Controlling Claimholders, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Claimholders from such realization, sale, disposition or liquidation. Each of the Parity Lien Claimholders waives any claim it may now or hereafter have against any Collateral Agent or Representative of any other Series of Parity Lien Obligations or any other Parity Lien Claimholder of any other Series arising out of (i) any actions which any such Collateral Agent, Representative or any Parity Lien Claimholder represented by it take or omit to take (including actions with respect to the Offer creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the Merger, without collection of any further action on the claim for all or any 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 OfferParity Lien Obligations from any account debtor, the Merger guarantor or any other transaction contemplated by this Agreement party) in accordance with the Parity Lien Collateral Documents or any other agreement related thereto or in connection with the collection of the Parity Lien Obligations or the Support Agreementsvaluation, use, protection or release of any security for the Parity Lien Obligations; provided that nothing in this clause (i) shall be construed to prevent or impair the rights of any Collateral Agent or Representative to enforce this Agreement, (ii) any election by any Applicable Representative or any holders of Parity Lien Obligations, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.5, any borrowing, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, by the Company or any of its Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Applicable Collateral Agent shall not (i) accept any Shared Collateral in full or partial satisfaction of any Parity Lien Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction, without the consent of each Representative representing holders of Parity Lien Obligations for whom such Collateral constitutes Shared Collateral or (ii) “credit bid” for or purchase (other than for cash) Shared Collateral at any public, private or judicial foreclosure upon such Shared Collateral, without the consent of each Representative representing holders of Parity Lien Obligations for whom such Collateral constitutes Shared Collateral.

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 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 the approval of the Seller Stockholders to adopt and approve this Agreement. 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 and the filing of the Certificate of Merger with respect to the MergerSecretary of the State of Delaware. The Seller Board has unanimously (i) determined and declared that this Agreement, the Company Stockholder Approval Offer and the Merger are advisable, (ii) approved the Offer and the Merger in accordance with the DGCL, (iii) adopted this Agreement, (iv) 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 (v) determined that each member of the Seller Compensation Committee approving any plan, program, agreement, arrangement, payment or benefit as an Employment Compensation Arrangement in order to satisfy the non-exclusive safe harbor under Rule 14d-10(d)(2) is an “independent director” within the meaning of Rule 4200(a)(15) of the Nasdaq Stock Market LLC. 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 (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. (ai) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder and, assuming the accuracy of Parent’s and Merger Sub’s representation and warranty set forth in Section 3.02(m), to consummate the transactions contemplated herebyhereby and pursuant to the Voting Agreement, including the Offer Merger, subject to any regulatory approvals referenced in Section 3.01(d)(ii). The execution, delivery and performance of this Agreement and the Merger. The execution Voting Agreement by the Company or its stockholders (including under the Stockholders Agreement) and the consummation by the Company of the transactions contemplated hereby have been duly and validly adopted and unanimously approved by the Company Board and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and 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, 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, than 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 due authorizationthis Agreement constitutes the legal, execution valid and delivery by binding obligation of 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) as such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting laws relating to creditors’ rights generally generally, and general equitable principles. (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 Board, at a meeting duly called and held, duly and unanimously adopted resolutions (A) adopting, approving and declaring advisable this Agreement and the other transactions contemplated hereby, including the Merger, (B) determining 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 terms of this Agreement or Agreement, the Support Agreements or Merger and the consummation of the other transactions contemplated hereby or thereby, including are fair to and in the Offer and the Merger, without any further action on the part best interests of the stockholders or Company and its stockholders, and (C) recommending that the holders of the Company Board. True and complete copies Common Stock adopt this Agreement, which resolutions, as of all Company Board resolutions reflecting such actions the date of this Agreement, have not been previously provided subsequently withdrawn or modified in any manner adverse 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 and deliver this Agreement, to consummate the Merger and the other transactions contemplated by this Agreement and to comply with the provisions of and perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Mergerunder this Agreement. The execution and delivery of this Agreement by the Company and Company, the consummation by the Company of the Merger and the other transactions contemplated hereby, including the Offer by this Agreement and the Merger, compliance by the Company with the provisions of this Agreement 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 and no stockholder votes are necessary to authorize this Agreement, to consummate the Merger and the other transactions contemplated by this Agreement or to consummate comply with the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)provisions of and perform its obligations under this Agreement. 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, terms except that (i) such enforcement as enforceability may be subject to applicable limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now applicable Laws relating to or hereafter in effect, affecting creditors’ rights generally and or by equitable principles (ii) the remedy regardless of specific performance and injunctive and other forms whether enforcement is sought at law or in equity). The Board of equitable relief may be subject to equitable defenses and to the discretion Directors of the court before Company, at a meeting duly called and held and at which any proceeding therefor may be brought. a quorum was present, duly adopted resolutions unanimously (ba) The Company has taken all appropriate actions so that adopting and declaring 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 advisability 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 any and the other transaction transactions contemplated by this Agreement, (b) declaring that it is in the best interests of the Company and the stockholders of the Company (other than Parent and its Subsidiaries) that the Company enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement and that the stockholders of the Company tender their shares of Company Common Stock pursuant to the Offer, in each case on the terms and subject to the conditions set forth herein, (c) declaring that the terms of the Offer and the Merger are fair to the Company and the Company’s stockholders (other than Parent and its Subsidiaries) and (d) recommending that the Company’s stockholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer (collectively, the “Company Recommendation”), which resolutions, except to the extent permitted by Section 6.2, have not been rescinded, modified or the Support Agreementswithdrawn in any way.

Authority. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, Agreement and each of the Ancillary Agreements to which it will be a party and 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 and Acquisition Agreements to which the Company will be party and the consummation by the Company of the transactions contemplated hereby, hereby and thereby (including the Offer and the Merger, Pre-Closing Transaction Steps) have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part Board of Directors of the Company. No vote of the holders of any securities of the Company or any of its Subsidiaries is necessary (or if any is required, such vote shall have been obtained) to approve and no stockholder votes are necessary to authorize adopt this Agreement or to consummate Agreement, the Acquisition Agreements, the Closing and the other transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Law)and thereby. This Agreement has been been, and upon their execution each of the Ancillary Agreements and Acquisition 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 and Acquisition Agreements to which the Company will be a party, constitutes a will constitute, the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, their respective terms except that (i) such enforcement may be subject to applicable as limited by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, affecting Laws relating to creditors’ rights generally or by general principles of equity, whether such enforceability is considered in a proceeding in equity or at law (the “Bankruptcy and (ii) Equity Exception” XE " QUOTE 0X201C “Bankruptcy and Equity Exception QUOTE 0X201D ”" \t “‎Section 3.2(a)" ). For the remedy avoidance of specific performance and injunctive and other forms doubt, no approval from the Board of equitable relief may be subject to equitable defenses and to the discretion Directors or shareholders of the court before which any proceeding therefor may be broughtMexican Subsidiary is required in connection with this Agreement. (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 Voting Agreement, to perform its obligations hereunder and thereunder and, subject, in the case of the Merger, to the approval of this Agreement by the holders of at least a majority of the outstanding Shares entitled to vote thereon (the “Company Shareholder Approval”), to consummate the transactions contemplated herebyhereby and thereby. The execution, including the Offer delivery and performance of this Agreement and the Merger. The execution and delivery of this 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 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 Shareholder Approval (if and to the filing of the Articles of Merger with the Secretary of State of the State of Washington as required by applicable Law)the WBCA. This Each of this Agreement and the Voting 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 Purchasercounterparties thereto, 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, has taken all appropriate actions so unanimously adopted resolutions (i) determining that this Agreement, the Voting Agreement, the Merger and the other transactions contemplated hereby and thereby are advisable and in the best interests of the Company and its shareholders (the “Company Determination”), (ii) approving and adopting this Agreement and the Voting Agreement and approving the Merger and the other transactions contemplated hereby and thereby, (iii) directing that the restrictions on business combinations contained in Section 203 approval of this Agreement be submitted to a vote at a meeting of the DGCL will shareholders of the Company and (iv) recommending that the Company’s shareholders approve this Agreement (the “Company Recommendation”), which resolutions have not apply with respect been rescinded, modified or withdrawn in any way except, if applicable, to or the extent permitted by Section 5.3. The approval referred to in clause (ii) of this Section 3.3(b) constituted approval under the provisions of Chapter 23B.19 of the WBCA, to the extent applicable, as a result of the execution of which this Agreement or the Support Agreements or the consummation of and 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 (including the Merger), are not and will not be subject to the restrictions on significant business transactions under the provisions of Chapter 23B.19 of the WBCA. The Company Shareholder 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 contemplated hereby. The affirmative vote of the holders of outstanding Shares or of any other securities of the Company is not necessary to consummate any transaction contemplated hereby other than the Merger.

Authority. (a) The Company has all necessary requisite 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 Merger, subject to receipt of the Company Shareholder Approval and the Mergerany regulatory approvals referenced in Sections 3.5(d), 3.5(e) and 3.5(f). 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 shareholder votes are necessary to authorize the execution and delivery 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)Shareholder Approval. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent Parent, Merger Sub and the PurchaserMerger LLC, constitutes a legal, the legally 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 therefore may be brought. (b) The Company has taken all appropriate actions so that Assuming the restrictions on business combinations contained representations set forth 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 thereby4.17 are true and correct, 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 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. (c) The affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of the Company Common Stock entitled to vote at the Company Shareholder Meeting is the only vote required of the holders of any class or series of capital stock or other Equity Interests of the Company to approve and adopt this Agreement or and the Support Agreementstransactions contemplated hereby, including the Merger (the “Company Shareholder Approval”).

Authority. (a) 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 obtaining the Company Stockholder Approval, to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary and proper corporate action on the part of the Company and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company it of the transactions contemplated hereby, including the Offer Merger (other than the adoption of this Agreement by the affirmative vote or written consent of the holders of at least a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) and the Merger, have been duly and validly authorized filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by all necessary corporate action, and no other corporate proceedings on the part DGCL). The affirmative vote or written consent of the holders of at least a majority of the outstanding shares of Company Common Stock is the only vote of the holders of any class or series of capital stock of the Company and no stockholder votes are necessary to authorize adopt this Agreement or to consummate and approve and authorize the Merger and the other transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval by this Agreement. (if required by applicable Law). b) This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, the valid execution and delivery by Parent and the Purchaserother parties hereto, constitutes a the 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 the enforcement of creditors’ rights in general and by general principles of equity (regardless of whether enforcement is sought in equity or at Law). (c) The Company Board has unanimously (i) such enforcement may be subject determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to applicable bankruptcyenter into this Agreement and to consummate the transactions contemplated hereby, insolvency or other similar Lawsincluding the Merger, 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 and the Merger, without any further action on upon the part terms and subject to the conditions set forth in this Agreement and (iii) resolved to recommend that the holders of shares of Company Common Stock adopt this Agreement (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 AgreementsRecommendation”).

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 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 Buyer Parties have the requisite corporate or limited liability, as applicable, power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents to which they are a party, to perform its their obligations hereunder and thereunder and to consummate the transactions contemplated hereby, including the Offer herein and the Mergertherein. The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents by the Company Buyer Parties and the consummation by the Company Buyer Parties of the transactions contemplated hereby, including the Offer herein and the Merger, therein have been duly and validly authorized by all necessary corporate actionlimited liability or member action on the part of the Buyer Parties, and no subject to the adoption of this Agreement by the sole stockholder of Merger Sub. No other corporate proceedings on the part of the Company and no stockholder votes are Buyer Parties is necessary to authorize this Agreement and the other Transaction Documents to which they are party, to perform their obligations hereunder and thereunder, or to consummate the transactions contemplated hereby other thanherein and therein, with respect subject to the Merger, adoption of this Agreement by the Company Stockholder Approval (if required by applicable Law)sole stockholder of Merger Sub. This Agreement has been and each of the other Transaction Documents to which the Buyer Parties are or will be a party have been, or upon execution and delivery thereof will be, duly authorized and validly executed and delivered by the Company delivered, and, assuming due authorizationthat this Agreement and the other Transaction Documents to which the Buyer Parties are a party constitute the valid and binding agreement of the other parties hereto and thereto, constitute, or upon execution and delivery by Parent and will constitute, the Purchaser, constitutes a legal, valid and binding obligation obligations of the CompanyBuyer Parties, as applicable, enforceable against the Company Buyer Parties, as applicable, in accordance with its termstheir respective terms and conditions, except that the enforcement hereof and thereof may be limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent conveyance 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 equity (regardless 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 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) Section 3.3.1 The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to obtaining the Company Stockholder Approval, 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)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, 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 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 (iiB) the remedy of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses and to the discretion general principles of the court before which any equity, whether considered in a proceeding therefor may be broughtat Law or in equity. (b) Section 3.3.2 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 therebyhereby, including the Offer and the Merger, without any further action on the part of the stockholders or the board of directors of the Company (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. Section 3.3.3 The Company Rights Agreement has been amended so that: (A) Parent, Merger Sub and each Parent Subsidiary are exempt from the definition of “Acquiring Person” contained in the Company Rights Agreement, and no “Shares Acquisition Date” or “Distribution Date” or “Triggering Event” (as such terms are defined in the Company Rights Agreement) will occur as a result of the execution of this Agreement or the Support Agreementsconsummation of the transactions contemplated hereby, including the Merger, and (B) the Company Rights Agreement will terminate and the Company Rights will expire immediately prior to the Effective Time. The Company Rights Agreement, as so amended, has not been further amended or modified. The Company has previously provided a true and complete copy of the Company Rights Agreement and all amendments thereto to Parent and the Merger Sub.

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 RELATIVE TO THIS AGREEMENT; NON-CONTRAVENTION. Target has all necessary the requisite corporate power and authority to execute enter into this Agreement and deliver this Agreement, the Articles of Merger and to perform carry out its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Mergerthereunder. The execution and delivery of this Agreement and the Articles of Merger by the Company Target 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 Target and, except for approval of this Agreement and the Merger by the requisite vote of Target's shareholders, no other corporate proceedings on the part of the Company and no stockholder votes Target are necessary to authorize this Agreement or to consummate and the consummation 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 Target and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes it is a legal, valid and binding obligation of the CompanyPurchaser, constitutes a valid and binding obligation of Target enforceable against the Company in accordance with its terms, terms except that (i) such as enforcement may be subject to applicable limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency or other and similar Laws, now or hereafter in effect, laws affecting creditors’ ' rights generally and remedies generally. Except as set forth in Schedule 3.2, Target is not subject to, or obligated under, any provision of (iia) 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. its Charter or Bylaws, (b) The Company has taken all appropriate actions so that any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the restrictions approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any encumbrance on business combinations contained in Section 203 any of its assets would be created, by the DGCL will not apply with respect to execution, delivery or as a result of the execution performance of this Agreement or Agreement, the Support Agreements Plan of Merger or the consummation of the transactions contemplated hereby or thereby, including other than any such breaches, violations, rights of termination or acceleration or encumbrances which will not, in the Offer aggregate, have a Material Adverse Effect on Target. Except for (a) the filings, notices, consents and the Mergerapprovals described in Section 2.2 hereof and (b) such filings, without authorizations or approvals as may be set forth in Schedule 3.2, no authorization, consent or approval of, or filing with, any further action public body, court or authority is necessary on the part of Target for the stockholders or consummation by Target 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 to the Offer, the Merger or any other transaction transactions contemplated by this Agreement Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the Support Agreementssame will not, in the aggregate, be materially adverse to Target on a consolidated basis or adversely affect the consummation of the transactions contemplated hereby.

Authority. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this AgreementAgreement and, subject in the case of the consummation of the Arrangement to perform its obligations hereunder and the adoption of this Agreement by the Required Company Vote, 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 including, but not limited to, the Offer and the MergerArrangement, 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 case of the consummation of the Arrangement to the Merger, the Required Company Stockholder Approval (if required by applicable Law)Vote. 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 PurchaserAcquiror, 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, 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 equitable principles. The Board of Directors of the court before which any proceeding therefor may be brought. (b) The Company has taken all appropriate actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL any Applicable Law will not apply with respect to or as a result of the Arrangement, this Agreement, the Support Agreements and the transactions contemplated hereby and thereby. The Required Company Vote is the only vote of the holders of any securities of the Company necessary in connection with the consummation of the Arrangement and the other transactions contemplated by this Agreement. (b) The execution and delivery of this Agreement or the Support Agreements or does not, and the consummation of the transactions contemplated hereby will not, (A) conflict with, or therebyresult in any violation of, including or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, consent, cancellation, modification or acceleration of any obligation or the Offer loss of a material benefit under, or the creation of a Lien on any assets (any such conflict, violation, default, right of termination, consent, cancellation, modification or acceleration, loss or creation, a “Violation”) pursuant to any provision of the Company Governing Documents or any governing documents of any Subsidiary of the Company, or (B) subject to obtaining or making the consents, approvals, Orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c) below, and except as set forth on Section 3.3(b) of the Company Disclosure Schedule result in any Violation of any loan or credit agreement, note, mortgage, indenture, lease, any Company Benefit Plan or other agreement, obligation, instrument, permit, judgment, or Law applicable to the Company or any Subsidiary of the Company or their respective properties or assets. (c) No consent, approval, Order or authorization of, or registration, declaration or filing with, any (i) Canadian, U.S., multinational, federal, provincial, state, regional, municipal, local or other government or any governmental or public department, court, tribunal, arbitral body, commission, board, bureau or agency; (ii) any subdivision, agent, commission, board or authority of any of the foregoing; or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing (each of the entities referenced in clauses (i), (ii) and (iii) above, 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 by the Company or the consummation by the Company of the transactions contemplated hereby, except for (A) the granting of the Interim Order and the MergerFinal Order by the Court, without any further action on (B) the part filing with the SEC of the stockholders or Proxy Circular in definitive form related to the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided Meeting to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply be prepared in accordance with Regulation 14A promulgated by the SEC pursuant to the OfferExchange Act, and (C) such filings with and approvals of the Merger or any other transaction contemplated by this Agreement or NASDAQ Global Select Market (the Support Agreements“NASDAQ”) as may be required.

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. (ai) The Company has all necessary the full corporate power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents to which it is or will be a party and, subject to the approval of the adoption of this Agreement by the holders of a majority of the outstanding Shares entitled to vote thereon, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, including the Offer herein and the Mergertherein. The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents to which the Company is or will be a party by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer herein and the Merger, therein have been duly and validly authorized and declared advisable by all necessary corporate actionthe Board of Directors of the Company. Except for the approval of the adoption of this Agreement by the holders of a majority of the outstanding Shares entitled to vote thereon, 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 the execution, delivery or performance of this Agreement or any Transaction Documents to which it is or will be a party, for the Company to perform its obligations hereunder and thereunder, or for the Company to consummate the transactions contemplated hereby other than, with respect herein and therein. The affirmative vote of Sellers representing a majority of the outstanding Shares is the only vote of the holders of any securities of the Company or any of its Subsidiaries necessary to the Mergerapprove and adopt this Agreement, the Company Merger and the other transactions contemplated hereby, and the execution of the Stockholder Approval (if required Consent by applicable Law)Sellers representing a majority of the outstanding Shares will constitute such approval. This Agreement and each of the other Transaction Documents to which the Company is or will be a party has been been, or upon execution and delivery thereof will be, duly authorized and validly executed and delivered by the Company and, assuming due authorizationthat this Agreement and the other Transaction Documents to which the Company is or will be a party constitute the valid and binding agreement of the other parties hereto and thereto, constitute, or upon execution and delivery by Parent and will constitute, the Purchaser, constitutes a legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its termstheir respective terms and conditions, except that the enforcement hereof and thereof may be limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent conveyance 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 equity (regardless 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 broughtat law or in equity). (bii) 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 (with one abstention) adopted resolutions (A) determining 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 terms of this Agreement or the Support Agreements or the consummation of Agreement, and the transactions contemplated hereby or therebyhereby, including the Offer and including, without limitation, the Merger, without any further action on are fair to and in the part best interests of the Company’s stockholders, (B) approving and declaring advisable this Agreement and the transactions contemplated hereby, including, without limitation, the Merger, (C) directing that this Agreement be submitted to the stockholders or of the Company Board. True for their approval of the adoption hereof and complete copies of all Company Board resolutions reflecting such actions have been previously provided (D) resolving to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to recommend that the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements.Company’s stockholders

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 and the other documents and instruments to be executed and delivered by the Company pursuant hereto and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company; subject, however to receipt by the Company of the requisite shareholder approvals described below. Upon receipt of the shareholder approvals described below, no other or further corporate act or proceeding on the part of Company will be necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by Company pursuant hereto or the consummation of the transactions contemplated herebyhereby and thereby. This Agreement constitutes, including and when executed and delivered, the Offer other documents and instruments to be executed and delivered by Company pursuant hereto will constitute, valid binding agreements of Company, enforceable in accordance with their respective terms; subject, however, to receipt by the Merger, Company of the requisite shareholder approvals described below. Once the Company Voting Proposal (as defined in Section 8.7 below) shall have been duly approved and validly authorized adopted at the Company Meeting (as defined in Section 8.7 below), at which a quorum is present, by all necessary corporate action(i) the affirmative vote of the majority of the shares of holders of a Company capital stock, voting as a single class and (ii) the affirmative vote of the holders of a majority of the shares of the Company's Series C Preferred Stock issued and outstanding, voting as a separate class, no other corporate proceedings on the part of the Company and no stockholder votes are will be 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 approve this Agreement or the Support Agreements transactions contemplated hereby. There are no bonds, debentures, notes or the consummation other indebtedness of the transactions contemplated hereby Company having the right to vote (or therebyconvertible into, including or exchangeable for, securities having the Offer and the Merger, without right to vote) on any further action matters on the part which shareholders 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 Agreementsmay vote.

Authority. NO CONFLICTS. (ai) 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 to the Offer adoption of this Agreement and the Mergerconsummation of the Merger and other transactions contemplated hereby by the Company Stockholder Approval (as defined in Section 8.11 below). 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, subject in the case of the consummation of the Merger to the adoption of this Agreement and approval of the Merger by Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by the Company does not or will not, as the case may be, and the consummation by the Company of the Merger and the other transactions contemplated herebyhereby will not, including conflict with, or result in a Violation pursuant to: (A) any provision of the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part articles of incorporation or bylaws of the Company and no stockholder votes are necessary or (B) except as, in the aggregate, would not reasonably be expected to authorize this Agreement have a Material Adverse Effect on the Company. (iii) No consent, approval, order or to consummate the transactions contemplated hereby other thanauthorization of, clearance by, or registration, declaration or filing with, any Governmental Entity is required by or with respect to the Merger, Company in connection with the Company Stockholder Approval (if required by applicable Law). This execution and delivery of 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 Merger and the other transactions contemplated hereby hereby, except the Necessary Consents and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or therebyobtain, including in the Offer and the Mergeraggregate, without any further action would not reasonably be expected to have a Material Adverse Effect 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. (a) The Company has all necessary corporate power and authority to execute and deliver Notwithstanding any other provision of this Agreement, nothing herein shall be construed to perform its obligations hereunder and impose any fiduciary or other duty on any Applicable Authorized Representative to consummate any Non-Controlling Secured Party or give any Non-Controlling Secured Party the transactions contemplated herebyright to direct any Applicable Authorized Representative, including the Offer and the Merger. The execution and delivery except that each Applicable Authorized Representative shall be obligated to distribute proceeds 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 any Shared Collateral 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 broughtSection 2.01 hereof. (b) The Company has taken all appropriate actions so In furtherance of the foregoing, each Non-Controlling Secured Party acknowledges and agrees that the restrictions on business combinations contained in Section 203 Applicable Authorized Representative shall be entitled, for the benefit of the DGCL will not apply Second Lien Secured Parties, to sell, transfer or otherwise dispose of or deal with respect any Shared Collateral as provided herein and in the Second Lien Security Documents, as applicable, pursuant to or which the Applicable Authorized Representative is the agent for such Shared Collateral, without regard to any rights to which the Non-Controlling Secured Parties would otherwise be entitled as a result of the execution Second Lien Obligations held by such Non-Controlling Secured Parties. Without limiting the foregoing, each Non-Controlling Secured Party agrees that none of the Applicable Authorized Representative or any other Second Lien Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Collateral securing any of the Second Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral securing any Second Lien Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Except with respect to any actions expressly prohibited or required to be taken by this Agreement Agreement, each of the Second Lien Secured Parties waives any claim it may now or hereafter have against any Authorized Representative of any other Series of Second Lien Obligations or any other Second Lien Secured Party of any other Series arising out of (i) any actions which any Authorized Representative or the Support Agreements Second Lien Secured Parties take or omit to take (including, actions with respect to the consummation creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the transactions contemplated hereby Collateral and actions with respect to the collection of any claim for all 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 OfferSecond Lien Obligations from any account debtor, the Merger guarantor or any other transaction contemplated by this Agreement party) in accordance with the Second Lien Security Documents or any other agreement related thereto or to the collection of the Second Lien Obligations or the Support Agreementsvaluation, use, protection or release of any security for the Second Lien Obligations, (ii) any election by any Applicable Authorized Representative or any holders of Second Lien Obligations, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, by any Issuer or any of its Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Applicable Authorized Representative shall not (i) accept any Shared Collateral in full or partial satisfaction of any Second Lien Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction, without the consent of each Authorized Representative representing holders of Second Lien Obligations for whom such Collateral constitutes Shared Collateral or (ii) “credit-bid” for or purchase (other than for cash) Shared Collateral at any public, private or judicial foreclosure upon such Shared Collateral, without the consent of each Authorized Representative representing holders of Second Lien Obligations for whom such Collateral constitutes Shared Collateral.

Authority. (a) The Assuming the accuracy of the representation in the second sentence of Section 4.27, 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 Mergers, subject to obtaining the MergerCompany Stockholder Approval. The Assuming the accuracy of the representation in the second sentence of Section 4.27, 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 MergerMergers, 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 Certificates of Merger with the Secretary of the State of Delaware and the Secretary of the State of Nevada. 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 Subs, 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 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 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 Mergers 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, (ii) approved and declared advisable this Agreement, the Mergers and the other transactions contemplated hereby, (iii) directed that this Agreement be submitted to the holders of the Company Common Stock for adoption and (iii) resolved to recommend that the holders of the Company Common Stock vote in favor of adopting this Agreement, and, subject to Section 5.4, none of the aforesaid resolutions has been amended, rescinded or the Support Agreementsmodified.

Authority. (a) The Company Each member of the Parent Group has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and the Ancillary Documents (as defined in Section 5.17) (to the extent they are parties thereto) and 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 and the Ancillary Documents by each member of the Company Parent Group (to the extent they are parties thereto) and the consummation by each member of the Company Parent Group 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 each member of the Parent Group, and no other corporate proceedings on the part of the Company and no stockholder votes any such member are necessary to authorize this Agreement or the Ancillary Documents or to consummate the transactions so contemplated hereby (other thanthan the approval of the Parent Stock Issuance (as defined in Section 3.9 hereof) by the requisite vote of the stockholders of Parent, with respect to the Merger, extent necessary). The Boards of Directors of Parent and Dutchco have determined that it is advisable and in the best interest of Parent's stockholders and Dutchco's stockholder for Parent and Dutchco to enter into a business combination with the Company Stockholder Approval (if required by applicable Law)upon the terms and subject to the conditions of this Agreement and the Amalgamation Agreement and to recommend that the stockholders of Parent approve the Parent Stock Issuance. This Agreement has and the Amalgamation Agreement have each been duly authorized and validly executed and delivered by each member of the Company Parent Group (to the extent they are parties thereto) and, assuming the due authorization, execution and delivery by Parent and the PurchaserCompany, each such agreement constitutes a legal, valid and binding obligation of each member of the CompanyParent Group. Each of the Ancillary Documents not yet executed and delivered as of the date hereof shall constitute a legal, enforceable against valid and binding obligation of each member of the Company in accordance with its terms, except that Parent Group (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 extent they are parties thereto) upon execution and delivery of the court before which any proceeding therefor may be broughteach such document. (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 and deliver enter into this Agreement, to perform its obligations hereunder and and, subject only to the adoption of this Agreement (the “Company Voting Proposal”) by the Company’s shareholders under the RIBCA (the “Company Shareholder Approval”), consummate the Merger and the other transactions contemplated herebyby this Agreement. Without limiting the generality of the foregoing, the board of directors of the Company (the “Company Board”), at a meeting duly called and held, by the unanimous vote of all directors participating in the meeting (i) determined that the Merger and this Agreement are fair to and in the best interests of the Company and its shareholders, (ii) approved the Merger and this Agreement (including the Offer “plan of merger,” as such term is used in Section 7-12-1001 of the RIBCA, contained herein) in accordance with the provisions of the RIBCA, (iii) directed that this Agreement and the Merger be submitted to the shareholders of the Company for their adoption and approval (including the “plan of merger” contained herein) and resolved to recommend that the shareholders of the Company vote in favor of the adoption of this Agreement (including the “plan of merger” contained herein) and the approval of the Merger, and (iv) to the extent necessary, adopted resolutions having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to this Agreement, the Company Shareholder Agreement, the Merger or any other transactions contemplated by this Agreement or the Company Shareholder Agreement, in each case which resolutions, except after the date hereof to the extent expressly permitted by Section 6.1(b), have not been rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity. (b) The execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the Merger and the other transactions contemplated herebyby this Agreement shall not, including (i) conflict with, or result in any violation or breach of, any provision of the Offer and the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part Articles of Incorporation or By-laws of the Company or of the charter, by-laws, or other organizational document of the Subsidiary of the Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under, require a consent, waiver or notice under, constitute a change in control under, require a payment under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature, whether arising by contract or by operation of law (“Liens”), on the Company’s or its Subsidiary’s assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which the Company or its Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or (iii) subject to obtaining the Company Shareholder Approval and no stockholder votes subject to the consents, approvals and authorizations specified in clauses (i) through (v) of Section 3.4(c) having been obtained prior to the Effective Time and all filings and notifications described in Section 3.4(c) having been made and the waiting period (and any extension thereof) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any other applicable foreign antitrust or competition laws having terminated or expired prior to Effective Time, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or its Subsidiary or any of its properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, rights of termination, Liens, penalties, defaults, terminations, cancellations, accelerations or losses that, or where the failure to obtain any consent or give any notice or make a penalty payment, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality, any quasi-governmental or private body exercising any regulatory or other governmental or quasi-governmental authority or any stock market or stock exchange on which any of the Company Common Shares are necessary listed for trading (a “Governmental Entity”) is required by or with respect to authorize the Company or its Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act and any other applicable Antitrust Laws, (ii) the filing of the Articles of Merger with the Rhode Island Secretary of State and the filing of appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to consummate transact business, (iii) the filing of the Proxy Statement with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby other thanand (v) such consents, with respect to the Mergerapprovals, the Company Stockholder Approval (if orders, authorizations, registrations, declarations and filings as may be required by under applicable Law). This Agreement has been duly authorized and validly executed and delivered by the Company andstate securities laws, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, valid rules and binding obligation regulations 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 broughtNasdaq Stock Market. (bd) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 There are no bonds, debentures, notes or other indebtedness of the DGCL will not apply with respect Company having the right to vote (or as a result convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders 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 Agreementsmay vote.

Authority. (a) The Company IMS Health 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 IMS Health and the consummation by the Company IMS Health 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 IMS Health and no other corporate proceedings on the part of the Company and no stockholder votes IMS Health are necessary to authorize approve this Agreement or to consummate the Merger and the other transactions contemplated hereby hereby, subject, in the case of the consummation of the Merger and the other thantransactions contemplated hereby, with respect to (i) the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding IMS Health Common Stock entitled to vote upon the adoption of this Agreement and (ii) to the Merger, the Company Stockholder Approval (if extent required by applicable Law, the approval of the certificate of incorporation of the Converted Entity (the “Converted Entity Charter”), in connection with the Conversion, or one or more of the provisions thereof, by the affirmative vote of the holders of outstanding IMS Health Common Stock representing a majority of the votes cast with respect to such approval; provided, however, that any such approvals referred to in the foregoing clauses (i) and (ii) shall be unbundled into separate proposals to the extent required by applicable Law (the “IMS Health Stockholder Approval”). This Agreement has been duly authorized and validly executed and delivered by the Company IMS Health and, assuming the due authorization, execution and delivery by Parent and the PurchaserQuintiles, constitutes a legal, valid and binding obligation of the CompanyIMS Health, enforceable against the Company IMS Health 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 of Directors of IMS Health (the “IMS Health Board”), at a meeting duly called and held at which all appropriate actions so directors of IMS Health 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 IMS Health’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 the stockholders of IMS Health for adoption and (iv) resolving to recommend that IMS Health’s stockholders vote in favor of the DGCL will not apply with respect to or as a result of the execution 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 5.3. (c) The votes comprising the Support Agreements IMS Health Stockholder Approval are the only votes of the holders of any class or series of IMS Health’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 IMS Health’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby or thereby, including the Offer and to be consummated by IMS Health 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 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 Transaction Agreements to which ▇▇▇▇▇▇▇ is a party, and the consummation performance by the Company ▇▇▇▇▇▇▇ of the transactions contemplated hereby, including the Offer its obligations hereunder and the Mergerthereunder, 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)▇▇▇▇▇▇▇. This Agreement has been been, and, at the Closing, the Transaction Agreements to which ▇▇▇▇▇▇▇ is a party shall have been, duly authorized and validly executed and delivered by the Company ▇▇▇▇▇▇▇ and, assuming the due authorization, execution and delivery hereof and thereof by Parent and the Purchaserother parties thereto, this Agreement constitutes and, at the Closing, each of the Transaction Agreements to which ▇▇▇▇▇▇▇ is a legalparty shall constitute, a valid and binding obligation of the Company▇▇▇▇▇▇▇, enforceable against the Company ▇▇▇▇▇▇▇ in accordance with its terms, except that (i) as such enforcement may be subject to applicable limited by (i) bankruptcy, insolvency insolvency, reorganization, moratorium (whether general or other specific) or 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 equity (regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether such enforcement is sought in a proceeding therefor may be broughtin equity or at law). (bii) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 execution and delivery of the DGCL will not apply with respect Transaction Agreements to or as which Novacor LLC is a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or therebyparty, including the Offer and the Mergerperformance by Novacor LLC of its obligations hereunder and thereunder, without any further shall have been duly authorized by all necessary action on the part of Novacor LLC. At the stockholders or Closing, the Company Board. True and complete copies of all Company Board resolutions reflecting such actions Transaction Agreements to which Novacor LLC is a party shall have been previously provided duly executed and delivered by Novacor LLC and, assuming the due execution and delivery hereof and thereof by the other parties thereto, each of the Transaction Agreements to Parent. No other state takeover statute which Novacor LLC is a party shall constitute, a valid and binding obligation of Novacor LLC, enforceable against Novacor LLC in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium (whether general or specific) or similar statute laws now or regulation applies hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or purports to apply to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreementsat law.)

Authority. (a) The Company Each of Parent and ▇▇▇▇▇▇ Sub has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement by ▇▇▇▇▇▇ and Merger Sub and, subject to the Company adoption of this Agreement by the sole stockholder of Merger Sub (which adoption shall occur immediately after the execution and delivery of this Agreement), the performance by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of their respective covenants and obligations hereunder 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 actions on the part of the Company Parent and Merger Sub and no stockholder votes additional corporate proceedings or action on the part of Merger Sub, Parent or any of its Subsidiaries are necessary to authorize the execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement Agreement, the performance by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of their respective covenants and obligations hereunder or to consummate the consummation by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub 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 ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery by Parent and the PurchaserCompany, constitutes a legal, valid and binding obligation agreement of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except that subject to the Enforceability Exceptions. As of the date of this Agreement, (a) the Board of Directors of Parent has approved this Agreement and the transactions contemplated hereby, including the Merger, and (b) the Board of Directors of Merger Sub has (i) such enforcement may be subject determined that it is in the best interests of Merger Sub and its sole stockholder, and declared it advisable, to applicable bankruptcyenter into this Agreement and consummate the transactions contemplated hereby, 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 approved the execution and delivery by ▇▇▇▇▇▇ Sub of this Agreement or Agreement, the Support Agreements or performance by Merger Sub of its covenants and agreements contained herein and the consummation of the Merger upon the terms and subject to the conditions contained herein and (iii) recommended that the sole stockholder of Merger Sub adopt this Agreement and approve the transactions contemplated hereby or thereby, (including the Offer Merger), in each case of clauses (a) and the Merger(b) above, without any further action on the part of the stockholders at meetings duly called and held (or the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parentby unanimous written consent). No other state takeover statute or similar statute or regulation applies or purports vote of Parent’s stockholders is necessary to apply to the Offer, the Merger or any other transaction contemplated by approve this Agreement or any of the Support Agreementstransactions contemplated hereby.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated herebyTransactions to be consummated by it, including subject to the Offer Company obtaining, prior to the Effective Time, and only if required by Law, the Merger. The execution and delivery vote in favor of the adoption of this Agreement by the holders of a majority of the voting power of the issued and outstanding Shares in accordance with the Nevada Merger Law (the “Company Stockholder Approval”). The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the transactions contemplated hereby, including the Offer and the MergerTransactions to be consummated by it, have been duly and validly authorized and approved by all necessary corporate actionthe Company Board and, except for the receipt of any Company Stockholder Approval, and only if required by Law, no other corporate proceedings 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 transactions contemplated hereby other than, with respect to the Merger, consummation by the Company Stockholder Approval (if required of the Transactions to be consummated by applicable Law)it. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement 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 such enforceability (i) such enforcement 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 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 At a result of the execution of this Agreement or the Support Agreements or the consummation of the transactions contemplated hereby or therebymeeting duly called and held, including the Offer and the Merger, without any further action on the part of the stockholders or the Company Board. True Board adopted resolutions (i) adopting and complete copies of all Company Board resolutions reflecting such actions have been previously provided approving, and declaring to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply to be advisable, this Agreement, the Tender Agreements, the Top-Up Option, the Offer, the Merger and the other Transactions to be consummated by the Company (including for all purposes under NRS 78.411 through 78.444, inclusive), (ii) recommending that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer, (iii) recommending that the Company’s stockholders vote in favor of the adoption of this Agreement at the Stockholders’ Meeting (it is understood that clause (ii) and (iii) is not intended to, and shall not, affect the Company’s rights under the proviso in Section 2.10(a)(ii) and Section 6.2) and (iv) irrevocably approving for all purposes, to the maximum extent permitted by Law, (1) each of Parent, Purchaser and their respective Affiliates and (2) this Agreement, the Offer, the Top-Up Option, the Merger and the other Transactions to exempt such persons, agreements and transactions from, and to elect for the Company, Parent and Purchaser and their respective Affiliates not to be subject to any “moratorium”, “business combination”, “fair price”, or other form of anti-takeover Laws of any jurisdiction that may purport to be applicable to the Company, Parent, Purchaser or any of their respective Affiliates in connection with this Agreement, the Offer, the Top-Up Option, the Merger and the other transaction contemplated by this Agreement Transactions with respect to any of the foregoing. (c) Prior to the date hereof, the Company By-Laws were amended to render the restrictions set forth in NRS 78.378 through 78.3793, inclusive, inapplicable to the Merger, Parent, Purchaser and the acquisition of Shares pursuant to the Offer (including the Tender Agreements) and the Top-Up Option. As of the date hereof, the Company has been advised that each of its directors and named executive officers of the Company intends to tender pursuant to the Offer any and all Shares they own beneficially or the Support Agreementsof record.

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 subject to the adoption of this Agreement by the holders of at least a majority in voting power of the outstanding Shares (the “Company Stockholder Approval”), and further subject, in the case of the consummation of the Second Merger, to the Company Stockholder Approval (if filing of the Company’s annual franchise tax report and the payment of all franchise taxes and fees required by applicable Law)to be paid in connection therewith. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Parent, Merger Sub and the PurchaserMerger Sub 2, 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, 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) The Board of Directors of the Company has taken all appropriate actions so (the “Company Board”), at a meeting duly called and held at which a quorum was present, upon the recommendation of the Special Committee, duly adopted resolutions (which are currently in effect as adopted) (i) determining that the restrictions on business combinations contained terms of this Agreement, the Merger, the Second 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 Stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Merger, the Second Merger and the Support Agreements, (iii) directing that this Agreement be submitted to or as a result the Stockholders for adoption thereby, and (iv) recommending that the Stockholders vote in favor of the execution adoption of this Agreement (the “Company Board Recommendation”). The Company is providing to Parent concurrently herewith true and complete copies of the resolutions of the Company Board described herein. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Support Agreements Company’s capital stock or other securities required for 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 for 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. Subject to (i) the Bankruptcy Cases, the Confirmation Order, and to the extent that any Bankruptcy Court approval is required and (ii) solely in respect of the Canadian Debtors, the Canadian Recognition Case, the Canadian Plan Recognition Order, and to the extent that any Canadian Court approval is required, (a) The each Endo Company has all necessary the corporate (or equivalent) power and authority to execute and deliver this AgreementAgreement and each of 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 herebyhereby and thereby, including (b) the Offer execution, delivery and the Merger. The execution and delivery performance by each Endo Company (which is a Party) of this Agreement by and each of the Company Ancillary Agreements to which it will be a party and the consummation by the such Endo 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, (or equivalent) action and no other corporate proceedings on the part of the any Endo Company and no stockholder votes are is necessary to authorize such execution, delivery or performance and (c) this Agreement or has been, and upon their execution, each of the Ancillary Agreements to consummate the transactions contemplated hereby other thanwhich such Endo Company will be a party will have been, 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 such Endo 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 such Endo Company will be a party will constitute, constitutes a legal, the valid and binding obligation obligations of the Companysuch Endo Company (which is a Party), enforceable against the such Endo Company in accordance with its their respective terms, except that (i) such as enforcement 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 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 Borrower is and will continue to be (i) duly organized, validly existing and in good standing under the Laws of the state or commonwealth in which it was formed, organized or incorporated as set forth in Section 2.3 and (ii) duly qualified to conduct business, in good standing, in the state or commonwealth where the Property is located. (b) Borrower has and will continue to have all necessary corporate approvals required by Law or otherwise and full right, power and authority to (i) own and operate the Property and carry on Borrower’s business as now conducted or as proposed to be conducted; (ii) execute and deliver the Loan Documents; (iii) grant, mortgage, warrant the title to, convey, assign, pledge and grant a security interest in the Property to Lender pursuant to the provisions of this Agreement, to Mortgage; and (iv) perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. Obligations. (c) The execution and delivery of this Agreement by the Company Loan Documents and the consummation by the Company performance of the transactions contemplated hereby, including the Offer Obligations do not and the Merger, have been duly will not conflict with or result in a default under any Laws or any Leases or Property Documents and validly authorized by all necessary corporate action, do not and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement will not conflict with or to consummate the transactions contemplated hereby other than, with respect result in a default under any agreement binding upon any party to the Merger, the Company Stockholder Approval Loan Documents. (if required by applicable Law). This Agreement has been duly authorized d) The Loan Documents constitute and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a will continue to constitute legal, valid and binding obligation obligations of all parties to the Company, Loan Documents enforceable against the Company in accordance with their respective terms. (e) Borrower has not changed its termslegal name or its state or commonwealth of formation, as set forth in Section 2.3, in the four months prior to the date hereof, except that as Borrower has disclosed any such change to Lender in writing and delivered to Lender appropriate Uniform Commercial Code search reports in connection therewith. (f) Borrower has not (i) such enforcement may be subject to applicable bankruptcy, insolvency merged with or into any other similar Laws, now entity or hereafter otherwise been involved in effect, affecting creditors’ rights generally and any reorganization or (ii) acquired substantially all of the remedy assets of specific performance and injunctive and any other forms of equitable relief may be entity where Borrower became subject to equitable defenses and to the discretion obligations 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 such entity, for a period 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 one year ending on the part of the stockholders date hereof, except as Borrower has disclosed any such change, merger, reorganization or the Company Board. True acquisition to Lender in writing and complete copies of all Company Board resolutions reflecting such actions have been previously provided delivered 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 AgreementsLender appropriate Uniform Commercial Code search reports in connection therewith.

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 Company Requisite Vote is received) 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 actionaction and, assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.3, 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 so contemplated hereby (other than, than the adoption of this Agreement by the holders of at least a majority in voting power of the outstanding Shares (the “Company Requisite Vote”) and the filing with respect to the Merger, Secretary of State of the Company Stockholder Approval (if 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 and general equitable principles (whether considered in a proceeding in equity or at law). As of the date of this Agreement, the Board of Directors of the Company has (i) approved, and declared advisable, this Agreement, (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 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 terms of this Agreement or and the Support Agreements or transactions contemplated hereby, including the consummation Merger, are fair to, and in the best interests of, the Company and its stockholders and (iii) recommended that the stockholders of the Company adopt this Agreement at the Stockholders Meeting. Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.3, the only vote of the stockholders of the Company required to adopt this Agreement and approve the transactions contemplated hereby or thereby, including the Offer and the Merger, without any further action on the part of the stockholders or is 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 AgreementsRequisite Vote.

Authority. (a) The Company Silvermex has all necessary corporate power power, authority and authority capacity to execute enter into this Agreement and deliver all other agreements and instruments to be executed by Silvermex as contemplated by this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer under such other agreements and the Mergerinstruments. The execution and delivery of this Agreement by the Company Silvermex and the consummation completion by the Company Silvermex of the transactions contemplated hereby, including the Offer and the Merger, by this Agreement have been duly and validly authorized by all necessary corporate actionthe Silvermex Board and, and subject to the approval by the Silvermex Shareholders in the manner contemplated herein, no other corporate proceedings on the part of the Company and no stockholder votes Silvermex are necessary to authorize this Agreement or to consummate complete the transactions contemplated hereby other than, than in connection with respect to the Merger, approval by the Company Stockholder Approval (if required by applicable Law)Silvermex Board of the Silvermex Proxy Circular. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution Silvermex and delivery by Parent and the Purchaser, constitutes a legal, valid and binding obligation of the CompanySilvermex, enforceable against the Company Silvermex in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws 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 generally, and to general principles of equity. Except as disclosed in 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 Silvermex Disclosure Letter, the execution and delivery by Silvermex of this Agreement or and the Support Agreements or performance by Silvermex of its obligations hereunder and the consummation completion of the transactions contemplated hereby hereby, do not and will not: (i) result in a violation, contravention or therebybreach of, including require any consent to be obtained under or give rise to any termination rights under any provision of: (A) the Offer and notice of articles or the Mergerarticles of Silvermex, (B) any applicable Law, without or (C) any further action contract, agreement, licence or permit to which Silvermex is bound or is subject to or of which Silvermex is the beneficiary; which would, individually or in the aggregate, have a Material Adverse Change or Effect on Silvermex; (ii) give rise to any right of termination or acceleration of indebtedness, or cause any indebtedness owing by Silvermex to come due before its stated maturity or cause any of its available credit to cease to be available which would, individually or in the part aggregate, have a Material Adverse Change or Effect on Silvermex; (iii) result in the imposition of any Encumbrance upon any of the stockholders property or assets of Silvermex or restrict, hinder, impair or limit the Company Board. True ability of Silvermex to conduct the business of Silvermex as and complete copies where it is now being conducted which would, individually or in the aggregate, have a Material Adverse Change or Effect on Silvermex; or (iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or officer of all Company Board resolutions reflecting Silvermex or increase in any benefits otherwise payable under any pension or benefits plan of Silvermex or result in the acceleration of the time of payment or vesting of 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 Agreementsbenefits.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, including by this Agreement and each Ancillary Agreement to which it is a party to be consummated by the Offer and the MergerCompany. The execution and delivery of this Agreement and each Ancillary 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 action, action and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby other than, with respect than the Required Company Stockholder Approval. At a meeting duly called and held prior to the Mergerexecution and delivery of this Agreement, the Company Stockholder Approval Board has unanimously (if required i) determined that the Merger and the other transactions contemplated by applicable Law)this Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and each Ancillary Agreement in accordance with the requirements of the DGCL, (iii) declared advisable the transactions contemplated hereby and thereby, (iv) directed that this Agreement and each Ancillary Agreement and the transactions contemplated hereby and thereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders and (v) resolved and agreed to recommend that the Company’s stockholders adopt this Agreement. This Each of this Agreement and each Ancillary 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 their respective terms (except to the extent that its terms, except 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, Law affecting the enforcement of creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of or by general equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtprinciples). (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 any Ancillary Agreement and the transactions contemplated hereby or and 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 resolutions of the Company Board resolutions reflecting such actions have been previously provided to Parent. No “fair price,” “moratorium,” “control share acquisition” or other similar state takeover statute or similar statute or regulation applies (each, a “Takeover Statute”) is applicable to or purports to apply be applicable to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreementsany Ancillary Agreement.

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 Assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, 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 Offer, 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 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, 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 Offer, the Merger and the other 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 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 has taken all appropriate actions so unanimously adopted resolutions (i) determining that this Agreement, the restrictions on business combinations contained 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 Company and its stockholders, (ii) subject to or as a result of the execution of Section 6.4, 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 and resolving that the part Merger is governed by Section 251(h) of the DGCL, (iii) resolving to recommend that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer (this clause (iii), the “Recommendation”) and (iv) approving this Agreement and the transactions contemplated hereby for purposes of Section 203 of the DGCL, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 6.4. (c) Pursuant to applicable Law (including the DGCL) and the Company Board. True Charter 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 OfferBylaws, the Merger affirmative vote of the holders of Shares representing a majority of the outstanding Shares constitutes the only vote required of the holders of any class or any series of the Company’s capital stock or other transaction contemplated by securities that would be, in the absence of Section 251(h) of the DGCL, required to adopt this Agreement or and approve the Support Agreementstransactions contemplated hereby, including the Merger.

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 and the approval of the transactions contemplated hereby by: (i) the affirmative vote or consent of the holders of a majority in voting power of the outstanding shares of Company Common Stock, and (ii) the affirmative vote or consent of the holders of a majority of the outstanding shares of Company Preferred Stock, voting as a separate class (together, the “Requisite Company Vote”) if required by applicable Law, 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 Offer, 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 the execution and delivery of this Agreement or to consummate the Offer, 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 (Vote if required by applicable Law). If approval of the holders of the Shares is required by applicable Law, 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 legal, the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability may be limited by bankruptcy, insolvency, moratorium, and other similar Laws affecting creditors rights generally and by general principles of equity. The Company has all necessary corporate power and authority to (i) such enforcement may be subject to applicable bankruptcyexecute and deliver the Subsidiary Transfer Agreement and each other agreement, insolvency document or other similar Lawsinstrument or certificate contemplated by the Subsidiary Transfer Agreement, now or hereafter in effect, affecting creditors’ rights generally and (ii) perform its obligations under the remedy of specific performance Subsidiary Transfer Agreement and injunctive (iii) to consummate the Subsidiary Transfer and the other forms of equitable relief may be subject to equitable defenses transactions contemplated thereby. The execution and to the discretion delivery of the court before which any proceeding therefor may be brought. (b) The Subsidiary Transfer Agreement and the consummation by 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 Subsidiary Transfer and the execution of this Agreement or the Support Agreements or the consummation of the other transactions contemplated hereby or thereby, including 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 Subsidiary Transfer 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 duly and validly authorized by this Agreement or the Support Agreementsall necessary corporate action.

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 requisite corporate power and authority to execute enter into and deliver this Agreement, to perform its obligations hereunder and under this Agreement and, subject to, in the case of the consummation of the Merger, approval of this Agreement by the affirmative vote or consent of the holders of a majority of the outstanding shares of the Company Common Stock and, if applicable, the Company Preferred Stock (voting as a single class or as separate classes, as applicable) (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 this Agreement and 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 the 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 by general principles of equity. The Company Board, by resolutions duly adopted by a 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: (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, the Company and the Company Stockholders; (ii) approved and declared advisable this Agreement, including the remedy of specific execution, delivery, and performance thereof, 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 therebyby this Agreement, including the Offer and the Merger, without any further action on upon the part terms and subject to the conditions set forth herein; (iii) directed that this Agreement be submitted to a vote of the stockholders or Company Stockholders for approval at the Company Board. True Stockholders Meeting; and complete copies (iv) resolved to recommend that Company Stockholders vote in favor of all approval of this Agreement in accordance with the NRS (collectively, 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 this Agreement or the Support AgreementsRecommendation”).

Authority. (a) The Company Issuer has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and the Convertible Notes 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 Convertible Notes 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)Issuer. This Agreement has been duly authorized and validly executed and delivered by the Company andIssuer and constitute a valid, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, valid legal and binding obligation agreement of the CompanyIssuer (assuming this Agreement has been duly authorized, executed and delivered by the other Persons party hereto or thereto, as applicable), enforceable against the Company Issuer in accordance with its terms, except that their terms (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting generally the enforcement of creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses general principles of equity (the “Bankruptcy and to the discretion of the court before which any proceeding therefor may be broughtEquity Exception”)). (b) The Company Issuer’s board of directors (the “Issuer Board”) has taken all appropriate actions so that (i) unanimously approved and declared advisable this Agreement, the restrictions on business combinations contained in Section 203 of Convertible Notes, and the DGCL will not apply with respect to or as a result of the execution of this Agreement or the Support Subscription Agreements or the consummation of and the transactions contemplated hereby or and thereby, including (ii) determined that this Agreement, the Offer Convertible Notes, and the Merger, without any further action on Subscription Agreements and the part transactions contemplated hereby and thereby are in the best interests of the stockholders or Issuer and holders of Issuer Shares and resolved to recommend (the Company Board. True and complete copies “Issuer Board Recommendation”), among other things, the approval of the issuance of all Company Board resolutions reflecting such actions have been previously provided Issuer Class A Shares potentially issuable upon conversion of the Convertible Notes by the holders of Issuer Shares entitled to Parent. No other state takeover statute or similar statute or regulation applies or purports to apply vote thereon in accordance with any applicable Law, the Nasdaq Rules, including Nasdaq Rule 5635, and the Issuer’s Governing Documents (the “Issuance Approval”), and (iii) directed that the Issuance Approval be submitted to the Offerholders of Issuer Shares for its adoption. (c) Except for receipt of the Issuance Approval, the Merger or any other transaction contemplated issuance of the Underlying Shares has been duly authorized by all necessary corporate action. When issued in accordance with the terms of this Agreement and the Convertible Notes, the Underlying Shares shall be validly issued, fully paid and non-assessable and shall not give rise to preemptive rights or other rights of stockholders of the Support AgreementsIssuer.

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 Each of Purchaser and each of the Purchasing Subsidiaries has all necessary requisite corporate or similar power and authority to execute and deliver this Agreement, each of the Transaction Agreements to which it is a party and to perform its respective obligations hereunder and to consummate the transactions contemplated herebythereunder, including the Offer issuance of the Stock Consideration. All corporate or similar acts and other proceedings required to be taken by or with respect to each of Purchaser and each of the Merger. The execution Purchasing Subsidiaries to authorize the execution, delivery and delivery performance of this Agreement by the Company Transaction Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part properly taken. Each of the Company and no stockholder votes are necessary Transaction Agreements dated the date hereof to authorize this Agreement which Purchaser 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 Purchasing Subsidiary is a party has been duly authorized and validly executed and delivered by Purchaser or the Company applicable Purchasing Subsidiary, as the case may be, and, assuming due authorization, execution and delivery by Parent and each of the Purchaser, constitutes Transaction Agreements is a legal, valid and binding obligation of each of Seller or the Companyapplicable Selling Subsidiaries, constitutes the legal, valid and binding obligation of Purchaser or the applicable Purchasing Subsidiary, as the case may be, enforceable against Purchaser or the Company applicable Purchasing Subsidiary, as the case may be, 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 each of the court before Transaction Agreements to be entered into after the date hereof to which Purchaser or any proceeding therefor Purchasing Subsidiary is a party will, on the date such Transaction Agreement is entered into, be duly executed and delivered by Purchaser or the applicable Purchasing Subsidiary, as the case may be brought. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 be, and, assuming each of the DGCL will not apply with respect to or as Transaction Agreements is a result legal, valid and binding obligation of the execution each of this Agreement Seller or the Support Agreements applicable Selling Subsidiaries, will constitute the legal, valid and binding obligation of Purchaser, or the consummation of applicable Purchasing Subsidiary, as the transactions contemplated hereby or therebycase may be, including the Offer and the Merger, without any further action on the part of the stockholders enforceable against Purchaser 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 applicable Purchasing Subsidiary, as the Offercase may be, the Merger or any other transaction contemplated by this Agreement or the Support Agreementsin accordance with its terms.

Authority. (a) The Company Each of CMFT and Merger Sub has all necessary the requisite corporate or limited liability company power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement, including the Offer and the Merger. The execution and delivery of this Agreement by the Company each of CMFT and Merger Sub and the consummation by the Company CMFT and Merger Sub of the transactions contemplated hereby, including the Offer and the Merger, by this Agreement have been duly and validly authorized by all necessary corporate or limited liability company action, as applicable, and no other corporate or limited liability company proceedings on the part of the Company and no stockholder votes CMFT or Merger Sub are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated hereby other thanby this Agreement, with respect subject, to the Mergerfiling of the Articles of Merger with, and acceptance for record of such Articles of Merger by, the Company Stockholder Approval SDAT. (if required by applicable Law). b) This Agreement has been duly authorized and validly executed and delivered by the Company CMFT and Merger Sub and, assuming due authorization, execution and delivery by Parent and the PurchaserCCPT V, constitutes a legal, legally valid and binding obligation of the Company, each of CMFT and Merger Sub enforceable against the Company CMFT and Merger Sub 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). (bc) The Company On the recommendation of the CMFT Special Committee, the CMFT Board (including a majority of directors and independent directors not otherwise interested in the Merger) has taken all appropriate actions so (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 terms 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 advisable and in the best interest of CMFT, and (ii) approved and authorized this Agreement, the Merger and the other transactions contemplated by this Agreement, which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the Support Agreementsdate hereof by Section 7.3. (d) CMFT, as the sole member of Merger Sub, has approved this Agreement and the Merger.

Authority. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement, and assuming the accuracy of the representations and warranties contained in Section 4.10 hereof, 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 Company, and assuming the accuracy of the representations and warranties contained in Section 4.10 hereof, 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 assuming the accuracy of the representations and warranties contained in Section 4.10 hereof, 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, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL). The Company Stockholder Approval Board, by resolutions duly adopted by unanimous vote of those voting on such matters at a meeting duly called and held, and as of the date of this Agreement not subsequently rescinded or modified in any way, has (if required x) determined that the transactions contemplated by applicable Law)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 and tender their Shares to the Purchaser in the Offer. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the accuracy of the representations and warranties contained in Section 4.10 hereof 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 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 Assuming the accuracy of the representations and warranties contained in Section 4.10 hereof, the Company Board has taken prior to the date hereof all appropriate actions so that action necessary on its part to render the restrictions restriction on business combinations contained in 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 Agreement, the Offer or the Support Agreements or the consummation of the transactions contemplated hereby or therebyMerger, including the Offer and the Mergeracquisition of Shares pursuant thereto, 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 Agreement. Assuming the accuracy of the representations and warranties set forth in Section 4.10, 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 or the Merger, including the acquisition of Shares pursuant thereto, or any other transaction contemplated by this Agreement. (c) Assuming the accuracy of the representations and warranties contained in Section 4.10 hereof, the affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock would be, absent Section 251(h) of the DGCL, the only vote required of the holders of any class or series of capital stock or other Equity Interests of the Company, to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger, and to consummate the Merger and the other transactions contemplated hereby. (d) The Company Board has determined that the Offer and the Merger is a “Permitted Offer,” as such term is defined under the Rights Agreement, and none of the approval, execution or delivery of this Agreement, the consummation of the Offer or the Merger or any of the transactions contemplated hereby will cause the Rights to become exercisable.

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 has all necessary corporate power If Lessee is a corporation, partnership, limited liability --------- company or other entity, each individual executing this Lease on behalf of said entity represents and authority warrants that he or she is duly authorized 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 Lease on behalf of this Agreement by the Company and the consummation by the Company said entity in accordance with a duly adopted resolution of the transactions contemplated hereby, including Board of Directors of said corporation or in accordance with the Offer and by-laws of said corporation or on behalf of said partnership in accordance with the Merger, have been duly and validly authorized by all necessary corporate actionpartnership agreement of such partnership or otherwise on behalf of said entity in accordance with the organizational documents governing such entity, and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize that 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 Lease is binding obligation of the Company, enforceable against the Company upon said entity in accordance with its terms. If Lessee is a corporation or other entity, except Lessee shall, upon execution of this Lease, deliver to Lessor a certified copy of a resolution of the Board of Directors of said corporation or other evidence of organizational approval authorizing or ratifying the execution of this Lease. If Lessee fails to deliver such resolution or other evidence to Lessor upon execution of this Lease, Lessor shall not be deemed to have waived its right to require delivery of such resolution or other evidence, and at any time during the Term Lessor may request Lessee to deliver the same, and Lessee agrees it shall thereafter promptly deliver such resolution or other evidence to Lessor. If Lessee is a corporation or other entity, Lessee hereby represents, warrants, and covenants that (i) such enforcement may be subject to applicable bankruptcy, insolvency Lessee is a valid and existing corporation or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and entity; (ii) Lessee is qualified to do business in California; (iii) all fees and all franchise and corporate taxes of Lessee are paid to date, and will be paid when due; (iv) all required forms and reports will be filed when due; and (v) the remedy signers of specific performance and injunctive and other forms this Lease are properly authorized to execute this Lease on behalf of equitable relief may be subject to equitable defenses Lessee and to the discretion of the court before which any proceeding therefor may be broughtbind Lessee hereto. (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 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 Each of ▇▇▇▇▇▇ and Merger Sub has all necessary corporate power and authority to execute execute, deliver and deliver perform its obligations under, as applicable, this Agreement, to perform its obligations hereunder the Saturn Support Agreement, the ▇▇▇▇▇▇ Support Agreements and the Post-Closing Stockholders Agreement and to consummate the transactions contemplated herebyhereby and thereby, including the Offer Merger, the Share Issuance and the MergerCharter Amendment. The execution execution, delivery and delivery performance of this Agreement, the Saturn Support Agreement, the ▇▇▇▇▇▇ Support Agreements and the Post-Closing Stockholders Agreement by the Company ▇▇▇▇▇▇ and/or Merger Sub, as applicable, and the consummation by the Company ▇▇▇▇▇▇ and/or Merger Sub, as applicable, of the transactions contemplated herebyhereby and thereby, including the Offer Merger, the Share Issuance and the MergerCharter Amendment, as applicable, have been duly and validly authorized by all necessary corporate action, action on the part of ▇▇▇▇▇▇ and Merger Sub and no other corporate proceedings on the part of the Company and no stockholder votes ▇▇▇▇▇▇ or Merger Sub are necessary to authorize approve this Agreement, the Saturn Support Agreement, the ▇▇▇▇▇▇ Support Agreements or the Post-Closing Stockholders Agreement or to consummate the Merger, the Share Issuance, the Charter Amendment and the other transactions contemplated hereby and thereby, other than, with respect to in the case of the consummation by ▇▇▇▇▇▇ of the Share Issuance and the Charter Amendment, the ▇▇▇▇▇▇ Stockholder Approval and in the case of the consummation by Merger Sub of the Merger, the Company Merger Sub Stockholder Approval (if required by applicable Law)Approval. This Each of this Agreement, the Saturn Support Agreement, the ▇▇▇▇▇▇ Support Agreements and the Post-Closing Stockholders Agreement has been duly authorized and validly executed and delivered by the Company ▇▇▇▇▇▇ and/or Merger Sub, as applicable, and, assuming the due authorization, execution and delivery by Parent and the Purchaserother parties thereto, constitutes a legal, valid and binding obligation of the Companyeach of ▇▇▇▇▇▇ and/or Merger Sub, as applicable, enforceable against the Company each of ▇▇▇▇▇▇ and/or Merger Sub, as applicable, 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 of directors of ▇▇▇▇▇▇, at a meeting duly called and held, has taken all appropriate actions so adopted resolutions, which have not been amended or withdrawn as of the date of this Agreement, (i) determining that the restrictions on business combinations contained terms of this Agreement, the Saturn Support Agreement, the ▇▇▇▇▇▇ Support Agreements, the Registration Rights Agreement, the Post-Closing Stockholders Agreement, the Amended and Restated ▇▇▇▇▇▇ Charter, the Amended and Restated ▇▇▇▇▇▇ Bylaws, the Merger, the Share Issuance, and the Charter Amendment, and the other transactions contemplated hereby or thereby are fair to and in Section 203 the best interests of ▇▇▇▇▇▇’▇ stockholders, (ii) approving and declaring advisable this Agreement, the Saturn Support Agreement, the ▇▇▇▇▇▇ Support Agreements, the Registration Rights Agreement, the Post-Closing Stockholders Agreement, the Amended and Restated ▇▇▇▇▇▇ Charter, the Amended and Restated ▇▇▇▇▇▇ Bylaws, and the transactions contemplated hereby and thereby, including the Merger, the Share Issuance and the Charter Amendment, (iii) directing that the Charter Amendment and the Share Issuance be submitted to the stockholders of ▇▇▇▇▇▇ for their consideration and (iv) resolving to recommend that stockholders of ▇▇▇▇▇▇ vote in favor of the DGCL will not apply with respect to or as a result approval of the execution Charter Amendment and the Share Issuance. For the avoidance of this doubt, any change in or modification or rescission of the board of directors of ▇▇▇▇▇▇’▇ recommendation in accordance with Section 5.3 shall not be a breach of the immediately preceding sentence. (c) The ▇▇▇▇▇▇ Stockholder Approval and the consent provisions of the ▇▇▇▇▇▇ Support Agreement entered into between ▇▇▇▇▇▇ and F are the only approvals of the holders of any class or the Support Agreements series of ▇▇▇▇▇▇’▇ capital stock or other securities required in connection with the consummation of any of the transactions contemplated hereby or therebyby the Saturn Support Agreement, the ▇▇▇▇▇▇ Support Agreements, the Post-Closing Stockholders Agreement or the Amended and Restated ▇▇▇▇▇▇ Charter, including the Offer Merger, the Share Issuance and the Charter Amendment, under applicable Law, the ▇▇▇▇▇▇ Charter or the ▇▇▇▇▇▇ Bylaws. (d) The board of directors of Merger Sub 1 has adopted resolutions (i) determining that the terms of this Agreement, the First Merger and the other transactions contemplated hereby are fair to and in the best interests of Merger Sub 1 and Merger Sub 1’s sole stockholder, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the First Merger, without (iii) directing that this Agreement be submitted to ▇▇▇▇▇▇, as Merger Sub 1’s sole stockholder, for its consideration and (iv) recommending that ▇▇▇▇▇▇, as Merger Sub 1’s sole stockholder, vote or act by written consent to approve or adopt this Agreement, and the transactions contemplated hereby, including the First Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any further action on way. (e) The Merger Sub Stockholder Approval is the part only vote of the stockholders holders of any class or series of capital stock or other securities of Merger Sub required in connection with the Company Board. True and complete copies consummation 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 any of the Offertransactions contemplated hereby, including the Merger or any other transaction contemplated by this Agreement or the Support AgreementsMerger.

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 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 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 action of the Company and no stockholder votes are necessary to authorize (other than the adoption of this Agreement or by the affirmative vote of the holders of a majority of the outstanding Company Shares entitled to consummate the transactions contemplated hereby other than, with respect to the Merger, the Company Stockholder Approval (if required by applicable Lawvote thereon). 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 PurchaserAcquiror, 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, 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 equitable principles (regardless of the court before which any proceeding therefor may be broughtwhether such enforceability is considered in equity or at law). (b) By resolutions duly adopted at a meeting of the Company Board duly called and held on December 13, 2005, by the unanimous vote of the Company Board required to do so pursuant to the Company Certificate and the applicable provisions of the DGCL, the Company Board has duly (i) declared this Agreement advisable and determined that the transactions contemplated hereby (including the Holding Company Merger) are fair to and in the best interests of the Company and its shareholders, (ii) approved and adopted this Agreement and the Company Voting Agreements by the affirmative vote of a majority of the members of the Company Board, and (iii) resolved to recommend that the shareholders of the Company vote for the adoption of this Agreement (the “Company Board Approval”). A true and correct copy of such resolutions, certified by the Company’s corporate secretary, will be furnished to Acquiror and none of such resolutions has been rescinded or revoked, in whole or in part, or modified in any way. The Company has taken all appropriate actions so that the restrictions on business combinations contained in Board Approval constitutes approval of this Agreement for purposes of Section 203 of the DGCL will and represents the only action necessary to ensure that the restrictions of Section 203 of the DGCL do not apply with respect to or as a result of the execution and delivery of this Agreement or Agreement, the Support Company Voting Agreements or the consummation of the transactions contemplated hereby or thereby, including the Offer and the Holding Company 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 execution and delivery by Company has and Parent of this Agreement and of all necessary corporate power of the agreements to be executed and authority to execute delivered by Company and deliver this AgreementParent pursuant hereto (collectively, to perform the “Company Documents”), the performance by Company and Parent of its or his respective obligations hereunder and to consummate the transactions contemplated herebythereunder, 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 herebyhereby and thereby, including the Offer have been duly and the Merger, validly authorized by Parent and have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company, and Company has all necessary corporate power and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, corporate authority with respect thereto, subject to approval of the Merger, the Company Stockholder Approval (if required Merger by applicable Law)Company’s stockholders. This Agreement has been duly authorized is, and validly when executed and delivered by Company and Parent, each of the Company andother agreements to be delivered by either or both of them pursuant hereto will be, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, valid and binding obligation obligations of Company and Parent, to the Companyextent they are parties thereto, enforceable against the Company in accordance with its their respective terms, except that (i) such enforcement as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of creditors generally and subject to applicable bankruptcythe rules of law governing (and all limitations on) specific performance, insolvency or other similar Lawsinjunctive relief, 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 broughtremedies. (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 the Support Agreements or by Company and the consummation of the transactions contemplated hereby Merger by Company require no material actions in respect of, or therebyfiling with, including any governmental body, agency, official or authority other than (i) the Offer filing of the Certificate of Merger in accordance with Delaware Law; (ii) the filing with the Securities and Exchange Commission (“SEC”) of the Proxy Statement (as defined in Section 4.7); or (iii) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended, and the Merger, without any further action on rules and regulations promulgated thereunder (the part “Exchange Act”) and (iv) expiration or termination of the stockholders or applicable waiting period under the Company Board. True and complete copies ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act 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 1976, as amended (the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements“HSR Act”).

Authority. (a) The Company Each of the Azoff Parties has all necessary corporate requisite power and authority to execute and deliver this Agreementthe Transaction Documents to which it is or will be a party, to perform its obligations hereunder thereunder and to consummate the transactions contemplated hereby, including the Offer and the Mergerthereby. The execution and delivery by each Azoff Party of this Agreement the Transaction Documents to which it is or will be a party, the performance by the Company each Azoff Party of its obligations thereunder and the consummation by the Company each Azoff Party of the transactions contemplated hereby, including the Offer and the Merger, thereby 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 required to authorize this Agreement the Transaction Documents to which each Azoff Party is or will be a party or for each Azoff Party 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 execution and delivery thereof by an Azoff Party, each of the other Transaction Documents to which an Azoff Party is or will be a party shall be, duly authorized and validly executed and delivered by the Company such Azoff Party and, assuming the due and valid authorization, execution and delivery by Parent and the Purchaserother parties thereto, constitutes constitute, or in the case of each such other Transaction Document, shall constitute, a legal, valid and binding obligation of the CompanyAzoff Party party thereto, enforceable against the Company it in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights and general principles of equity. Prior to the acquisition by MSG Member of the Purchased Interest, Newco shall not have conducted any business operations or activities other than the acceptance of the contribution of the Contributed Business and the issuance of a 100% membership interest therefor. The Azoff Family Trust of 1997, dated May 27, 1997, as amended, owns all of the membership interests and any other equity in Azoff Management. ▇▇▇▇▇▇ ▇▇▇▇▇ does not, directly or indirectly, own any assets or interests in or relating to, or conduct, any business that is, a Relevant Business other than (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally through Azoff Management and (ii) the remedy Permitted Passive Rights. “Permitted Passive Rights” means passive movie participation rights, passive movie soundtrack royalties and passive royalties from music owned by the business known as Azoff Publishing, Inc., in all cases (A) acquired by ▇▇▇▇▇▇ ▇▇▇▇▇ or one of specific performance his controlled Affiliates prior to August 1, 2013 and injunctive and other forms (B) which do not, in any year, produce more than $150,000 of equitable relief may be subject to equitable defenses and to income in the discretion of the court before which any proceeding therefor may be broughtaggregate. (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 and deliver enter into this AgreementAgreement and, to perform its obligations hereunder upon the Sale Closing, the Warrant and to consummate the transactions contemplated hereby, including the Offer hereby and the Mergerthereby. The execution and delivery of this Agreement by and, upon the Company Sale Closing, the Warrant 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 Company, and no stockholder votes are necessary further action is required on the part of Parent to authorize this Agreement or to consummate the Agreement, the Warrant and the transactions contemplated hereby other thanand thereby, with respect subject only to the Merger, approval of this Agreement by the Company Stockholder Approval (if required by applicable Law)Company's stockholders. This Agreement has been duly authorized and validly executed and delivered by the Company andand constitutes or, assuming due authorizationin the case of the Warrant, execution and delivery by Parent and the Purchaserwhen executed will constitute, constitutes a legal, valid and binding obligation of the Company, enforceable against in accordance with their respective terms, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and to rules of law governing specific performance, injunctive relief or other equitable remedies. The execution and delivery by the Company of this Agreement and, upon the Sale Closing, the Warrant do not, and the performance and consummation of the transactions contemplated hereby and thereby will not result in any conflict with (i) any provisions of its Certificate of Incorporation or Bylaws, (ii) any mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise or license to which the Company is subject or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or its properties or assets. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body (as such term is defined in the Merger Agreement) is required by or with respect to the Company in accordance connection 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 and delivery of this Agreement or the Support Agreements Warrant or the consummation of the transactions contemplated hereby or thereby, including except (x) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, and (y) any applicable filings required under 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 HSR Act (as 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, term is defined in the Merger or any other transaction contemplated by this Agreement or the Support AgreementsAgreement).

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. (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 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 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 thanthan adoption of the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement by the holders of at least a majority in combined voting power of the outstanding Shares (the “Company Requisite Vote”), and the filing with respect to the Merger, Secretary of State of the Company Stockholder Approval (if 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 Purchaser, 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 making of any offer and proposal and the restrictions on business combinations contained taking of any other action by Parent or Purchaser in Section 203 of the DGCL will not apply accordance 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 have been consented to by the Company Board under provisions of the confidentiality agreement, dated November 10, 2006, between Parent and the Company (the “Confidentiality Agreement”). The Company Board (at a meeting or therebymeetings duly called and held) has unanimously: (i) determined that this Agreement, including the Offer and the MergerMerger are advisable and fair to and in the best interests of, without any further action on the part Company and its stockholders; (ii) adopted and approved this Agreement and the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement; (iii) directed that the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement be submitted to the stockholders or of the Company Board. True for adoption (unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.7); and complete copies (iv) resolved to recommend acceptance of all the Offer and adoption of the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement by the stockholders of the Company (the “Company Board Recommendation”), which actions and 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 requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement, the Statutory Merger Agreement and the other Transaction Documents to perform its obligations hereunder which it is (or will be) party and to consummate the transactions contemplated herebyTransactions in accordance with the terms of this Agreement, including the Offer Statutory Merger Agreement and the Mergerother Transaction Documents. The execution and delivery of this Agreement, the Statutory Merger Agreement by and the other Transaction Documents to which the Company is (or will be) party 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 actionaction on the part of the Company, and except for (i) obtaining the Written Consent and (ii) executing and delivering the Statutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act, no other corporate proceedings action on the part of the Company and no stockholder votes are is necessary to authorize the execution, delivery and performance of this Agreement or to consummate the transactions contemplated hereby other than, with respect to the MergerAgreement, the Statutory Merger Agreement and the other Transaction Documents to which the Company Stockholder Approval is (if required by applicable Law)or will be) party or the consummation of the Transactions. This Agreement has been been, and each other Transaction Document that the Company is (or will be) party to has been, or will be as of the Effective Time, duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and the Purchaserother Parties hereto or thereto, as applicable, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement as enforceability may be subject to applicable limited by 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 general equity principles (the discretion of the court before which any proceeding therefor may be brought“Bankruptcy and Equity Exceptions”). (b) The affirmative votes of the holders of at least seventy-five percent (75%) of the aggregate voting rights of the issued and outstanding Shares entitled to vote thereon is the only vote of the holders of Shares or other Equity Securities necessary to adopt and approve this Agreement under applicable Law and the Company’s Constitutive Documents (the “Requisite Shareholder Approval”), and, under the Bermuda Companies Act and the Company’s Constitutive Documents, the Requisite Shareholder Approval may be given by consent of the holders of Shares in lieu of a meeting. (c) The Company has taken all appropriate actions so Board has, by resolutions duly adopted, (i) determined that the Per Preference Share Merger Consideration constitutes fair value for each Preference Share in accordance with the Bermuda Companies Act, (ii) determined that the Per Common Share Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act, (iii) determined that the terms of this Agreement, the Statutory Merger Agreement and the Transactions are fair to and in the best interests of the Company and its shareholders, (iv) approved and declared advisable the execution, delivery and performance of this Agreement, the Statutory Merger Agreement, the other Transaction Documents and the consummation of the Merger and the other Transactions and (v) resolved to recommend that the Company’s shareholders vote in favor of the adoption and approval of this Agreement, the Statutory Merger Agreement and the Merger. None of the aforesaid resolutions have been subsequently rescinded, modified or withdrawn. (d) No 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 any other “fair price,” “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 takeover statute or similar statute or regulation (“Takeover Statutes”) applies or purports to apply to the OfferCompany with respect to the Merger, the Merger this Agreement or any other transaction contemplated by this Agreement or the Support AgreementsTransaction.

Authority. (a) The Company has AILIC authorizes AAGS on an exclusive basis, and AAGS accepts such authority, subject to the registration requirements of the 1933 Act and the 1940 Act and the provisions of the 1934 Act, to be the distributor and principal underwriter of the Contracts. AILIC hereby authorizes AAGS to solicit Applications and Premiums directly from customers and prospective customers and to select all necessary corporate persons who will be authorized to engage in solicitation activities with respect to the Contracts, such selection activity to include the recruitment and appointment of third parties as Distributors which in turn may be authorized as Intermediary Distributors to engage in solicitation activities involving the solicitation of Applications and Premiums directly from customers and prospective customers and/or as Intermediary Distributors to recruit other third parties to act as Distributors, in each case as AAGS and AAGI may in their sole discretion so provide or limit. AAGS shall enter into separate written sales agreements with such Distributors. Such sales agreements shall be substantially in the form attached to this Agreement as Exhibit A, but may include such additional or alternative terms and conditions that are not otherwise inconsistent with this Agreement, subject to AILIC's review and prior written consent, which consent shall not be unreasonably withheld. AAGS is hereby vested with power and authority to execute select and deliver this Agreementrecommend AAGS Representatives, to perform its obligations hereunder and to consummate the transactions contemplated herebyauthorize a Distributor to select and recommend Distributor Representatives, including the Offer and the Merger. The execution and delivery for appointment as agents 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 actionAILIC, and no other corporate proceedings on the part only Representatives so recommended by AAGS or a Distributor shall become agents of the Company and no stockholder votes are necessary AILIC with authority to authorize this Agreement or to consummate the transactions contemplated hereby other than, engage in solicitation activities with respect to the MergerContracts. AAGS shall be solely responsible for background investigations of the AAGS Representatives to determine their qualifications, good character, and moral fitness to sell the Company Stockholder Approval (if required Contracts. AILIC shall appoint in the appropriate states or jurisdictions such selected and recommended agents, provided that AILIC reserves the right, which right shall not be exercised unreasonably, to refuse to appoint as agent any AAGS Representative or Distributor Representative, or, once appointed, to terminate the same at any time with or without cause. No other individuals, persons or entities shall have authority to engage in solicitation activities with respect to the Contracts, unless expressly approved in writing by applicable Law). This Agreement has been duly authorized and validly executed and delivered AAGS, in its sole discretion, except to the extent permitted by the Company andfollowing paragraph. AAGS shall use its best efforts to market the Contracts actively, assuming due authorizationdirectly or through Distributors, 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 bankruptcymaterial market and regulatory conditions. AAGS and AAGS Representatives shall not have authority, insolvency and shall not grant authority to Distributors or Distributor Representatives, on behalf of AILIC: to make, alter or discharge any Contract or other similar Lawscontract entered into pursuant to a Contract; to waive any Contract forfeiture provision; to extend the time of paying any Premium; or to receive any monies or Premiums (except for the sole purpose of forwarding monies or Premiums to AILIC). AAGS shall not expend, now or hereafter in effect, affecting creditors’ rights generally and (ii) nor contract for 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 Offerexpenditure of, the Merger funds of AILIC. AAGS shall not possess or exercise any authority on behalf of AILIC other transaction contemplated than that expressly conferred on AAGS by this Agreement or the Support AgreementsAgreement.

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. (ai) The Company Settling Claimant is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all necessary corporate the requisite corporate, partnership or other power and authority to execute and deliver this Agreement, Settlement Agreement and the other documents and instruments contemplated hereby to which such Settling Claimant is contemplated to be a party and perform its obligations hereunder under this Settlement Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party, and to consummate the transactions contemplated herebyherein and therein; (ii) the execution, including delivery and performance by the Offer Settling Claimant of this Settlement Agreement and the Merger. The execution other documents and delivery of this Agreement by the Company instruments contemplated hereby to which such Settling Claimant is contemplated to be a party and the consummation by the Company of the transactions contemplated hereby, including the Offer herein and the Merger, therein have been duly and validly authorized by all necessary corporate actionaction (corporate, partnership, limited liability company or otherwise) on the part of the Settling Claimant and no other corporate action or proceedings on the part of the Company and no stockholder votes Settling Claimants are necessary to authorize and approve this Settlement Agreement or the other documents and instruments contemplated hereby to consummate which such Settling Claimant is contemplated to be a party or any of the transactions contemplated hereby other than, herein or therein; and (iii) solely with respect to the MergerLease Trustee, the Company Stockholder Approval (if required by applicable Law). This Agreement it has been duly authorized and validly executed and delivered directed by Lease Certificate Holders holding not less than a majority of the fractional undivided interest evidenced by the Company Lease Certificates to execute and deliver this Settlement Agreement and the other documents and instruments contemplated hereby to which the Lease Trustee is contemplated to be a party and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes a legal, valid and binding obligation pursuant to Section 5.2 of each 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 Lease Indentures and (ii) the remedy of specific performance Sections 1.4 and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion 6.4 of the court before which any proceeding therefor may Pass Through Trust Agreement, such direction shall be broughtbinding on all Lease Certificate Holders. (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 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. (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 Each of the SmartStop Parties has all necessary corporate the requisite corporate, limited partnership or limited liability company power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement, including the Offer and the Merger. The execution and delivery of this Agreement by each of the Company SmartStop Parties and the consummation by the Company SmartStop Parties of the transactions contemplated hereby, including the Offer and the Merger, by this Agreement have been duly and validly authorized by all necessary corporate corporate, limited partnership or limited liability company action, as applicable, and no other corporate corporate, limited partnership or limited liability company proceedings on the part of the Company and no stockholder votes SmartStop Parties are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated hereby other thanby this Agreement, subject, with respect to the Merger, to the Company Stockholder Approval filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT in accordance with the MGCL and the MLLCA. (if required by applicable Law). b) This Agreement has been duly authorized and validly executed and delivered by the Company SmartStop Parties and, assuming due authorization, execution and delivery by Parent and the PurchaserSST IV, constitutes a legal, legally valid and binding obligation of the Company, SmartStop Parties enforceable against the Company SmartStop Parties 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). (bc) The Company On the recommendation of the SmartStop Special Committee, the SmartStop Board has taken all appropriate actions so (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 terms 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 advisable and in the best interest of SmartStop, and (ii) approved and authorized this Agreement, the Merger and the other transactions contemplated by this Agreement, which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) No vote of any holders of securities of SmartStop or the Support AgreementsSmartStop Operating Partnership is required to approve the Merger and the other transactions contemplated by this Agreement. (e) SmartStop, as the sole member of Merger Sub, has approved this Agreement and the Merger.

Authority. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to receipt of the Company Requisite Vote, 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, 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 so contemplated hereby (other thanthan approval of this Agreement by the holders of at least a majority of the outstanding Shares on the record date for the Shareholders Meeting (the “Company Requisite Vote”), and the filing with respect to the Merger, Secretary of State of the Company Stockholder Approval (if State of Indiana of the Articles of Merger as required by applicable Lawthe IBCL). 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, and general equitable principles (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion whether considered in a proceeding in equity or at law). As of the court before which any proceeding therefor may be brought. date hereof, the Company Board, at a duly called and held meeting, has duly adopted resolutions: (a) determining that the terms of the Merger and the other transactions contemplated hereby are fair and in the best interests of the Company and its shareholders, and declaring it advisable to enter into this Agreement; (b) The Company has taken all appropriate actions so that approving 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 the Support Agreements or and the consummation of the transactions contemplated hereby or therebyhereby, including the Offer Merger; and (c) subject to Section 6.4, recommending that the Merger, without any further action on the part shareholders of the stockholders or Company approve this Agreement (the “Company Recommendation”). The only vote of the shareholders of the Company Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided required 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 approve this Agreement or and approve the Support Agreementstransactions contemplated hereby is the Company Requisite Vote.