Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. The Company has full corporate power and authority to execute and deliver this Agreement and the Share Option Agreement, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Share Option Agreement by the Company, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company (including the authorization and approval of the Board of Directors of the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement and the Share Option Agreement by the Company and the consummation of the transactions contemplated hereby and thereby (other than, in the case of this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement, the Share Option Agreement or the transactions contemplated hereby and thereby. This Agreement and the Share Option Agreement have been duly executed and delivered by the Company and each is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.

Authorization and Validity of Agreement. The Company has full Parent, Merger Sub 1 and Merger Sub 2 have all requisite corporate or limited liability power and authority to execute and execute, deliver and, subject to receipt of the Required Parent Vote, perform their respective obligations under this Agreement and the Share Option Agreement, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement by Parent, Merger Sub 1 and Merger Sub 2 and the Share Option Agreement performance by the Company, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company (including the authorization and approval of the Board of Directors of the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions Merger Sub 1 and Merger Sub 2 of Section 203 of the DGCL. No other corporate action on the part of the Company is necessary to authorize the execution, delivery their respective obligations hereunder and performance of this Agreement and the Share Option Agreement by the Company thereunder and the consummation of the transactions contemplated hereby and thereby (have been duly authorized by the Board of Directors of each of Parent and Merger Sub 1 and the Board of Managers of Merger Sub 2 and all other thannecessary corporate or limited liability company action on the part of Parent, in Merger Sub 1 and Merger Sub 2, other than the case of this Agreement, Required Parent Vote and the approval of this Agreement by Parent or a Subsidiary of Parent as the sole member of Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledgeSub 1 and Merger Sub 2, and no other state takeover statute corporate proceedings on the part of either Parent, Merger Sub 1 or similar statute or regulation applies or purports Merger Sub 2 are necessary to apply to the Merger, authorize this Agreement, the Share Option Agreement or and the transactions contemplated hereby and thereby. Parent or a Subsidiary of Parent, as sole member of Merger Sub 1 and Merger Sub 2, will, immediately following the execution and delivery of this Agreement by each of the parties hereto, adopt this Agreement. This Agreement and the Share Option Agreement have has been duly and validly executed and delivered by Parent, Merger Sub 1 and Merger Sub 2 and, assuming due execution and delivery by the Company and each is Company, shall constitute a legal, valid and binding obligation of the Company each of Parent, Merger Sub 1 and Merger Sub 2, enforceable against the Company each of Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms, except to the extent that its enforceability may be subject to applicable (i) the effect of bankruptcy, insolvencyfraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally generally, and by (ii) general equitable principlesprinciples (whether considered in a proceeding in equity or at law).

Authorization and Validity of Agreement. The Company has full all requisite corporate power and authority to execute and deliver enter into this Agreement and the Share Option Agreement, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company of this Agreement and the Share Option Agreement consummation by the Company, and the consummation by it Company of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of the Company (including the authorization and approval of the Board of Directors of the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No no other corporate action or proceeding on the part of the Company is or will be necessary to authorize for the execution, delivery and performance by the Company of this Agreement and the Share Option Agreement consummation by the Company of the transactions contemplated hereby (other than the approval of the Acquisition and the consummation of the transactions contemplated hereby and thereby (other than, in by this Agreement by the case affirmative vote of this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding stock of the Company Common Stockentitled to vote thereon (the “Stockholder Approval”). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement, the Share Option Agreement or the transactions contemplated hereby and thereby. This Agreement and the Share Option Agreement have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and each is delivery hereof by the Buyer, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company it in accordance with its terms, except to the extent that its enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium and similar or other laws relating to or affecting the enforcement of creditors' ’ rights generally and by general equitable principlesequity principles (whether considered in a proceeding in equity or at law). The Company’s Board of Directors, by resolutions duly adopted at a meeting duly called and held, has (i) determined that the Acquisition and the transactions contemplated by this Agreement are expedient and in the best interests of the Company and its stockholders and declared the Acquisition and the transactions contemplated by this Agreement advisable, (ii) approved this Agreement and the transactions contemplated by this Agreement, including the Acquisition, and (iii) recommended that the stockholders of the Company approve this Agreement and the consummation of the transactions contemplated hereby and directed that such matter be submitted for consideration by the stockholders of the Company at the meeting of the stockholders to obtain the Stockholder Approval. The only vote of the stockholders of the Company required to approve the Acquisition and the consummation of the transactions contemplated by this Agreement is the Stockholder Approval.

Authorization and Validity of Agreement. The Company has full the requisite corporate power and authority to execute and execute, deliver and, subject to receipt of the Required Company Vote, perform its obligations under this Agreement and the Share Option Agreement, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance of this Agreement and the Share Option Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors of the Company and all other necessary corporate action on the part of the Company, other than the Required Company (including Vote, and no other corporate proceedings on the authorization and approval part of the Board of Directors of Company are necessary to authorize this Agreement or the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCLtransactions contemplated hereby. The Board of Directors of the Company (Company, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held) has held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (ai) determined that this Agreement and the Merger is advisable and transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the Company and its stockholders, and (bDGCL) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that contained in this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement and the Share Option Agreement by the Company and the consummation of the transactions contemplated hereby and thereby (other than, in the case of by this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to including the Merger, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this AgreementAgreement be submitted to Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the Share Option Agreement or the transactions contemplated hereby and thereby“Company Board Recommendation”). This Agreement and the Share Option Agreement have has been duly and validly executed and delivered by the Company and, assuming due execution and each is delivery by Parent and Merger Sub, shall constitute a legal, valid and binding obligation of the Company Company, enforceable against the Company it in accordance with its terms, except to the extent that its enforceability may be subject to applicable (i) the effect of bankruptcy, insolvencyfraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors' ’ rights generally and by (ii) general equitable principlesprinciples (whether considered in a proceeding in equity or at law) (the “Enforceability Limitations”).

Authorization and Validity of Agreement. The Company has full corporate power execution, delivery --------------------------------------- and authority to execute performance by Xoom and deliver this Agreement and the Share Option Agreement, to perform each of its obligations hereunder and thereunder and, subject, in the case Subsidiaries of this Agreement, to obtaining any necessary stockholder approval of the MergerVoting Agreement, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Option Agreement and the Share Option Agreement by the Company, Implementing Agreements to which Xoom or its Subsidiaries is a party and the consummation by it Xoom and each of its Subsidiaries of the transactions contemplated hereby and thereby, thereby have been duly authorized by all necessary corporate action on the part of Xoom and each of its Subsidiaries, subject to obtaining the Company affirmative vote of the holders of a majority of the outstanding shares of Xoom Stock (including the authorization "Stockholder Approval"). -------------------- The Stockholder Approval is the only vote of the holders of any class or series of Xoom"s securities necessary to adopt this Agreement and approval of approve the transactions contemplated hereby. On or before the date hereof, the Board of Directors of the Company)Xoom, subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has , by the unanimous vote of the directors present at such meeting and not abstaining (ai) determined that this Agreement, the Merger is advisable and fair and in Option Agreement, the best interests of the Company and its stockholdersVoting Agreement, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement and the Share Option Agreement by the Company and the consummation of the other transactions contemplated hereby and thereby thereby, are advisable, (other thanii) declared the advisability of and approved this Agreement, the Option Agreement, the Voting Agreement and each of the Implementing Agreements, and (iii) resolved to recommend that the holders of shares of Xoom Stock adopt this Agreement and approve the Merger. Each of this Agreement, the Option Agreement and the Voting Agreement has been, and each of the Implementing Agreements to which Xoom or any of its Subsidiaries is a party will on the Closing Date be, duly executed and delivered by Xoom and each of its Subsidiaries and constitutes or, in the case of this Agreementthe other Implementing Agreements, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledgeupon execution thereof will constitute, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement, the Share Option Agreement or the transactions contemplated hereby and thereby. This Agreement and the Share Option Agreement have been duly executed and delivered by the Company and each is a valid and legally binding obligation of the Company Xoom and its Subsidiaries, enforceable against the Company each in accordance with its their respective terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.

Authorization and Validity of Agreement. The Company has full the requisite corporate power and authority to execute and deliver this Agreement Agreement, and subject to obtaining the Share Option AgreementCompany Stockholder Approval, to perform its obligations hereunder and thereunder andto consummate the Merger and the other transactions contemplated hereby. The Board of Directors of the Company, subjectat a meeting duly called and held at which all directors of the Company were present in accordance with the Bylaws of the Company, in duly adopted resolutions (the case of “Company Board Approval”) (a) approving and declaring advisable this Agreement, to obtaining any necessary stockholder approval the Merger and the other transactions contemplated hereby, (b) declaring that it is advisable and making a determination that it is in the best interests of the Merger, to Company and the Company Stockholders that the Company enter into this Agreement and consummate the transactions contemplated hereby Merger on the terms and therebysubject to the conditions set forth in this Agreement, (c) making a determination that this Agreement is fair to the Company and the Company Stockholders, (d) directing that this Agreement be submitted to a vote for adoption at a meeting of the Company Stockholders to be held as promptly as practicable as set forth in Section 6.2 and (e) recommending that the Company Stockholders adopt this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way except as permitted by Section 6.2. The execution, delivery and performance of this Agreement and the Share Option Agreement by the Company, Company and the consummation by it the Company of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of the Company, and other than the Company Stockholder Approval no corporate authorizations or approvals on the part of the Company are necessary to approve this Agreement to consummate the transactions contemplated by this Agreement. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock as of the record date established for the Company Stockholders’ Meeting, voting as a single class at the Company Stockholders’ Meeting in favor of adopting this Agreement (including the authorization “Company Stockholder Approval”), is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement and the Merger. The approval of this Agreement, the Merger, the stockholders agreement and the transactions contemplated hereby and thereby by the Board of Directors of the Company), subject (in Company constitutes the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all only action necessary to render inapplicable, as it relates inapplicable to Parentthis Agreement, the provisions of Section 203 of Merger, the DGCL. No other corporate action on the part of the Company is necessary to authorize the execution, delivery stockholders agreement and performance of this Agreement and the Share Option Agreement by the Company and the consummation of the transactions contemplated hereby and thereby the restrictions on “business combinations” (other thanas defined in Section 203 of the DGCL) set forth in Section 203 of the DGCL to the extent, in the case of if any, such restrictions would otherwise be applicable to this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement, the Share Option Agreement or stockholders agreement and the transactions contemplated hereby and thereby. This Agreement and Except for Ontario Securities Commission Rule 61-501, no state or foreign takeover or similar statute or regulation is applicable to this Agreement, the Share Option Agreement have been duly executed and delivered by Merger, the Company and each is a valid and binding obligation stockholders agreement or the other transactions contemplated hereby or thereby. Prior to the execution of the stockholders agreement, the Board of Directors of the Company enforceable against approved the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principlesstockholders agreement.

Authorization and Validity of Agreement. The Board of Directors of the Company has declared the Merger advisable and fair to and in the best interest of the Company and the stockholders, unanimously approved and adopted this Agreement and the transactions contemplated hereby in accordance with the DGCL and recommended the approval and adoption of this Agreement by the Company’s stockholders. The Company has full corporate the requisite power and authority to execute and deliver this Agreement and the Share Option Agreement, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Share Option Agreement by the Company, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company (including the authorization and approval of the Board of Directors of the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCLterms of this Agreement. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No other corporate action on the part of the Company is necessary to authorize duly authorized the execution, delivery and performance of this Agreement and the Share Option Agreement by the Company and the consummation of the transactions contemplated hereby and thereby (other than, in the case of this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement, the Share Option Agreement or the transactions contemplated hereby and thereby. This Agreement and the Share Option Agreement have has been duly executed and delivered by the Company and each is a constitutes the legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability as may be subject to applicable limited by any bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' ’ rights generally and or by general equitable principlesprinciples of equity. Concurrently with the execution of this Agreement, the holders of - - ffny03\goldfmu\658041.8 in excess of a majority of the Company Stock have executed written consents approving the Merger and the other transactions contemplated hereby, which action by written consent complies with the provisions of Section 228 of the DGCL, the Company’s Organizational Documents and any other agreements between the Company and any holder of Company Stock relating to voting, consent or other approval rights. The offer to consummate the transactions contemplated by this Agreement is a “Section 5 Offer” as defined in that certain Stockholders Agreement, dated as of July 22, 2002, by and among the Company and certain stockholders of the Company (listed on Annex A thereto), and the notice of such Section 5 Offer referred to in Section 5(a) of such Stockholders Agreement and the notice and request referred to in Section 5(b) of such Stockholders Agreement will be delivered in accordance with the procedures set forth therein. No other action, vote or approval of the Company or the Stockholders is required to authorize the execution and delivery by the Company of this Agreement or the consummation by it of the Merger.

Authorization and Validity of Agreement. The Company Such Seller or such Derivative Securities Holder has full the corporate or other power and authority to execute and deliver this Agreement and the Share Option Agreementother Transaction Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery by such Seller and performance such Derivative Securities Holder of this Agreement and the Share Option Agreement by the Company, and the consummation by it such Seller and such Derivative Securities Holder of the transactions contemplated hereby have been, and therebythe execution and delivery of the other Transaction Agreements to which such Seller and such Derivative Securities Holder is or will be a party by such Seller and such Derivative Securities Holder and the consummation by such Seller and such Derivative Securities Holder of the transactions contemplated thereby has been or will at the Closing be, have been duly and validly authorized by all necessary requisite corporate or other action on the part of the Company (including the authorization such Seller and approval of the Board of Directors of the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called such Derivative Securities Holder if such Seller and held) has (a) determined that the Merger such Derivative Securities Holder is advisable and fair and in the best interests of the Company and its stockholders, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement and the Share Option Agreement by the Company and the consummation of the transactions contemplated hereby and thereby (other than, in the case of this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement, the Share Option Agreement or the transactions contemplated hereby and therebynot an individual natural Person. This Agreement and the Share Option Agreement have has been duly and validly executed and delivered by such Seller and such Derivative Securities Holder, and assuming this Agreement has been duly authorized, executed and delivered by the Company and each is Buyer, this Agreement constitutes a valid and binding obligation agreement of the Company such Seller and such Derivative Securities Holder, enforceable against the Company such Seller and such Derivative Securities Holder in accordance with its terms, except to the extent that its enforceability (a) such enforcement may be subject to applicable any bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors' ’ rights generally and (b) 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. Each other Transaction Agreement to which such Seller and such Derivative Securities Holder is or will be a party has been or will at the Closing be duly and validly executed by general such Seller and such Derivative Securities Holder and, assuming such Transaction Agreement is duly authorized, executed and delivered by the other Parties thereto (other than such Seller and such Derivative Securities Holder), such Transaction Agreements do or will constitute valid and binding agreements of such Seller and such Derivative Securities Holder, enforceable against such Seller and such Derivative Securities Holder in accordance with their respective terms, except that (i) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable principlesrelief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization and Validity of Agreement. The Company has full all requisite corporate power and authority to execute and deliver enter into this Agreement and the Share Option Agreement, any Related Agreements to perform its obligations hereunder which it is a party and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company of this Agreement and any Related Agreements to which the Share Option Agreement by the Company, Company is a party and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action on the part of the Company (including the authorization and approval of the Board of Directors of the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No no other corporate action or proceeding on the part of the Company is or will be necessary to authorize for the execution, delivery and performance by the Company of this Agreement and any Related Agreements to which it is a party and the Share Option Agreement consummation by the Company and the consummation of the transactions contemplated hereby and thereby (other than, in the case of this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement, the Share Option Agreement or the transactions contemplated hereby and thereby. This Agreement and each of the Share Option Agreement Related Agreements to which the Company is a party have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and each is a delivery hereof and thereof by the Buyer, constitute legal, valid and binding obligation obligations of the Company Company, enforceable against the Company it in accordance with its their terms, except to the extent that its their enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium and similar or other laws relating to or affecting the enforcement of creditors' ’ rights generally and by general equitable principlesequity principles (whether considered in a proceeding in equity or at law). The Company’s Board of Directors, by resolutions duly adopted at a meeting duly called and held, has unanimously (i) determined that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Acquisition are in the best interests of the Company, the stockholders of the Company and the creditors of the Company, (ii) determined that the Purchase Price constitutes fair and reasonably equivalent value for the Transferred Assets, and (iii) approved this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Acquisition. The Transferred Assets do not constitute “substantially all” of the Company’s assets within the meaning of Section 271 of the Delaware General Corporation Law. No vote or approval of the stockholders of the Company is required to approve the Acquisition and the consummation of the transactions contemplated by this Agreement and the Related Agreements.

Authorization and Validity of Agreement. The Company Transferor has full corporate all necessary power and authority to execute and deliver this Agreement and the Share Option Agreementeach Transaction Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, and to consummate the transactions contemplated hereby Transactions. Each Applicable Subsidiary that is a party to a Transaction Agreement will as of the Closing have all necessary power and therebyauthority to execute and deliver each Transaction Agreement to which it will be a party, to perform its obligations thereunder and to consummate the Transactions. The execution, delivery and performance by Transferor of this Agreement and by Transferor and the Share Option Agreement by Applicable Subsidiaries of the CompanyTransaction Agreements, and the consummation by it or its Applicable Subsidiary of the transactions contemplated hereby and therebyTransactions, have been duly and validly authorized by all necessary Transferor or, with respect to the Applicable Subsidiaries, at Closing will be duly and validly authorized, and no other corporate or other action on the part of Transferor or the Company Applicable Subsidiaries (including the authorization and approval of the Board of Directors of the Company)any shareholder vote or approval) is or, subject (in the case of this Agreement) with respect to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholdersApplicable Subsidiaries, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicablewill be, as it relates to Parent, the provisions of Section 203 of the DGCL. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement and the Share Option Agreement by the Company and Transaction Agreements or the consummation of the transactions contemplated hereby and thereby (other than, in the case of this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement, the Share Option Agreement or the transactions contemplated hereby and therebyTransactions. This Agreement has been, and as of the Share Option Agreement have been Closing, the Transaction Agreements will be, duly and validly executed and delivered by Transferor and its Applicable Subsidiaries (as applicable) and, to the Company extent it is a party thereto, assuming due and valid authorization, execution and delivery hereof and thereof by Buyer, this Agreement is, and as of the Closing each is of the Transaction Agreements will be, a valid and binding obligation of Transferor or its Applicable Subsidiaries, as the Company case may be, enforceable against Transferor and its Applicable Subsidiaries (as applicable), as the Company case may be, in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws Laws, now or hereinafter in effect, affecting the enforcement of creditors' ’ rights generally and by general equitable principlesprinciples (the “Enforceability Exceptions”).

Authorization and Validity of Agreement. The Company has full the requisite corporate power and authority to execute and execute, deliver and, subject to receipt of the Required Company Vote, perform its obligations under this Agreement and the Share Option Agreement, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance of this Agreement and the Share Option Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors of the Company and all other necessary corporate action on the part of the Company, other than the Required Company (including Vote, and no other corporate proceedings on the authorization and approval part of the Board of Directors of Company are necessary to authorize this Agreement or the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCLtransactions contemplated hereby. The Board of Directors of the Company (Company, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held) has held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (ai) determined that this Agreement and the Merger is advisable and transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the Company and its stockholders, and (bDGCL) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that contained in this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement and the Share Option Agreement by the Company and the consummation of the transactions contemplated hereby and thereby (other than, in the case of by this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to including the Merger, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this AgreementAgreement be submitted to the Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the Share Option Agreement or the transactions contemplated hereby and thereby“Company Board Recommendation”). This Agreement and the Share Option Agreement have has been duly and validly executed and delivered by the Company and, assuming due execution and each is delivery by Parent and Merger Sub, shall constitute a legal, valid and binding obligation of the Company Company, enforceable against the Company it in accordance with its terms, except to the extent that its enforceability may be subject to applicable (i) the effect of bankruptcy, insolvencyfraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors' ’ rights generally and by (ii) general equitable principlesprinciples (whether considered in a proceeding in equity or at law).

Authorization and Validity of Agreement. The Company Such Seller or such Derivative Securities Holder has full the corporate or other power and authority to execute and deliver this Agreement and the Share Option Agreementother Transaction Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery by such Seller and performance such Derivative Securities Holder of this Agreement and the Share Option Agreement by the Company, and the consummation by it such Seller and such Derivative Securities Holder of the transactions contemplated hereby have been, and therebythe execution and delivery of the other Transaction Agreements to which such Seller and such Derivative Securities Holder is or will be a party by such Seller and such Derivative Securities Holder and the consummation by such Seller and such Derivative Securities Holder of the transactions contemplated thereby has been or will at the Closing be, have been duly and validly authorized by all necessary requisite corporate or other action on the part of the Company (including the authorization such Seller and approval of the Board of Directors of the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called such Derivative Securities Holder if such Seller and held) has (a) determined that the Merger such Derivative Securities Holder is advisable and fair and in the best interests of the Company and its stockholders, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement and the Share Option Agreement by the Company and the consummation of the transactions contemplated hereby and thereby (other than, in the case of this Agreement, the approval of the Merger by the holders of at least a majority of the outstanding Company Common Stock). To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement, the Share Option Agreement or the transactions contemplated hereby and therebynot an individual natural Person. This Agreement and the Share Option Agreement have has been duly and validly executed and delivered by such Seller and such Derivative Securities Holder, and assuming this Agreement has been duly authorized, executed and delivered by the Company and each is Buyer, this Agreement constitutes a valid and binding obligation agreement of the Company such Seller and such Derivative Securities Holder, enforceable against the Company such Seller and such Derivative Securities Holder in accordance with its terms, except to the extent that its enforceability (a) such enforcement may be subject to applicable any bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (b) 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. Each other Transaction Agreement to which such Seller and such Derivative Securities Holder is or will be a party has been or will at the Closing be duly and validly executed by general such Seller and such Derivative Securities Holder and, assuming such Transaction Agreement is duly authorized, executed and delivered by the other Parties thereto (other than such Seller and such Derivative Securities Holder), such Transaction Agreements do or will constitute valid and binding agreements of such Seller and such Derivative Securities Holder, enforceable against such Seller and such Derivative Securities Holder in accordance with their respective terms, except that (i) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable principlesrelief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.