Common use of Authorization Clause in Contracts

Authorization. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Authorization. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution execution, delivery and performance of the Agreements by the Company, the authorization, sale, issuance and delivery of this Agreementthe Warrants, Shares and the Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants, and the performance of all obligations of the Company to be performed by it at or before Company's obligations under the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) Agreements has been taken or will be taken prior to the Initial Closing. The Agreements, including the authorization when executed and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment delivered by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation obligations of the Company, enforceable in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other subject to laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to bankruptcy, insolvency and the availability relief of debtors and rules of law governing specific performance, injunctive relief, relief or other equitable remedies, except that the indemnification provisions of Section 1.10 of the Rights Agreement may further be limited by principles of public policy. The Warrants and Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, will be fully paid and nonassessable, and will have the rights, preferences and privileges described in the certificate representing the Warrants and the Certificate; the Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement, the Certificate of Incorporation of the Company, the Certificate and the certificate representing the Warrants will be validly issued, and will be fully paid and nonassessable; and the Shares and the Common Stock issued upon conversion of the Shares and upon exercise of the Warrants, will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the Purchaser; provided, however, that the Shares, and the Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants, are subject to restrictions on transfer under state and/or federal securities laws as set forth herein and in the Rights Agreement.

Authorization. All The execution, delivery and performance of this Agreement, the Service Agreement, the Indenture, the Notes, the Warrants, the Warrant Shares, the VCOC Letter and each Issuer Agreement (the “Transaction Agreements”) and the consummation of the transactions contemplated herein and therein (collectively, the “Transactions”), have been duly authorized by the Board of Directors and all other necessary corporate action on the part of the Company Company. Assuming this Agreement constitutes the valid and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations binding obligation of the Company to be performed by it at or before the Closings hereunderPurchaser, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes is a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except subject to the limitation of such enforcement by (iA) as limited by applicable the effect of bankruptcy, insolvency, reorganization, moratoriumreceivership, and conservatorship, arrangement, moratorium or other laws of general application affecting enforcement of or relating to creditors' ’ rights generally and or (iiB) as limited by laws and principles relating to the rules governing the availability of specific performance, injunctive relief, relief or other equitable remediesremedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Enforceability Exceptions”). On the Closing Date, the Indenture (including in respect of an Subsequent Closing Date, a supplemental indenture) will be duly executed and delivered by the Company and, assuming the Indenture will be a valid and binding obligation of the Trustee, the Indenture will be a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. On the Initial Closing Date, the Service Agreement will be duly executed and delivered by the Company and, assuming the Service Agreement will be a valid and binding obligation of the Purchaser or other Affiliate thereof party thereto, the Service Agreement will be a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Assuming the VCOC Letter constitutes the valid and binding obligation of the Purchaser or other Affiliate thereof party thereto, on the Closing Date, the VCOC Letter will be a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Pursuant to resolutions previously provided to the Purchaser, the Board of Directors or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act has approved, and at the request of the Purchaser will approve in advance of the Closing, for the express purpose of exempting each such transaction from Section 16(b) of the Exchange Act, pursuant to Rule 16b-3 thereunder to the extent applicable, the transactions contemplated by the Transaction Agreements, including (i) the acquisition of the Notes, any disposition of such Notes upon the conversion thereof, any acquisition of Company Common Stock upon conversion of the Notes, any deemed acquisition or disposition in connection therewith, and all transactions with the Company related thereto and (ii) the acquisition of the Warrants, any disposition of such Warrants upon the exercise of Warrants in accordance with their terms, any acquisition of Company Common Stock upon exercise of the Warrants, any deemed acquisition or disposition in connection therewith, and all transactions with the Company related thereto.

Authorization. All (a) CME Holdings has all requisite corporate action power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of approval by the holders of a majority of the outstanding shares of CME Holdings Common Stock entitled to vote in accordance with the DGCL (the “CME Holdings Stockholder Approval”), to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate actions, and no other corporate proceedings on the part of the Company and its officers, directors and stockholders CME Holdings are necessary for CME Holdings to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by CME Holdings and, assuming due authorization, execution and delivery by each of this AgreementCBOT Holdings and CBOT, the performance of all obligations of the Company to be performed by it at or before the Closings hereunderis a legal, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the CompanyCME Holdings, enforceable against CME Holdings in accordance with its terms, except (i) as limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, moratorium and other similar laws of general application applicability relating to or affecting enforcement creditors’ rights and to general equity principles. (b) The Board of creditors' rights generally Directors of CME Holdings, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of the Merger and the other transactions contemplated by this Agreement are advisable, fair to and in the best interests of CME Holdings and its stockholders, (ii) as limited approving this Agreement, the Merger and the other transactions contemplated by laws this Agreement and principles relating (iii) recommending that CME Holdings’ stockholders adopt this Agreement and approve the transactions contemplated hereby. (c) The affirmative vote of the holders of a majority of the outstanding CME Holdings Class A Common Stock at the CME Holdings Stockholders Meeting or any adjournment or postponement thereof to adopt this Agreement is the availability only vote of specific performance, injunctive relief, the holders of any class or other equitable remediesseries of Securities of CME Holdings necessary to adopt this Agreement and approve the transactions contemplated hereby.

Authorization. All corporate (a) The Related JLW Owner, if any, has full power, capacity and authority to execute, deliver and perform this Agreement and the other Operative Agreements to which such Related JLW Owner is a party and to carry out the transactions contemplated hereby and thereby. No other action on the part of the Company Related JLW Owner is necessary to execute and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date deliver each of this Agreement and, as and the other Operative Agreements to which such Related JLW Owner is a result, all corporate action necessary to amend party and the certificate of incorporation consummation of the Company to authorize an additional number transactions contemplated hereby and thereby. Each of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders this Agreement and the filing of an instrument necessary other Operative Agreements to implement which the Related JLW Owner is a party has been duly and validly executed and delivered by such an amendment with the Secretary of State of Delaware; Related JLW Owner and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation agreement of the Companysuch Related JLW Owner, enforceable against such Related JLW Owner in accordance with its terms, except (i) as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization and other laws of general application similar Laws affecting enforcement of creditors' rights creditors generally and by general principles of equity, regardless of whether in a proceeding in equity or at law. (b) The Shareholder (i) if a corporation (a "Corporate Shareholder"), has all requisite corporate power and authority, (ii) if a natural person, has full power, capacity and authority and (iii) if a trustee (a "Trustee Shareholder") under a trust (the "Trust"), is the lawful and duly appointed trustee of the Trust, and has full power, authority and legal right under the trust agreement, will or other instrument pursuant to which such Trustee Shareholder acts as trustee (the "Trust Agreement"), to execute, deliver and perform each of this Agreement and the other Operative Agreements to which the Shareholder (or, in the case of a Trustee Shareholder, the Trust) is a party and to carry out the transactions contemplated hereby and thereby. If the Shareholder is a Corporate Shareholder, such Shareholder is duly organized or incorporated and validly existing (and, if applicable) in good standing under the laws of its jurisdiction of incorporation or formation and has all requisite corporate or similar power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns. If the Shareholder is a Trustee Shareholder, there are no trustees of such Trust other than the Trustee Shareholder who has entered into this Agreement on behalf of such Trust, and such Trustee Shareholder has caused to be delivered to Parent a true, correct and complete copy of the Trust Agreement or other evidence satisfactory to Parent of such Trustee Shareholder's power, authority and legal right referred to above. No other action on the part of the Shareholder (or, in the case of a Corporate Shareholder or Trustee Shareholder, the shareholders of such Shareholder or beneficiaries of such Trust, as the case may be) is necessary to authorize and approve the execution and delivery by the Shareholder (in the case of a Trustee Shareholder, the Trust) of each of this Agreement and the other Operative Agreements to which the Shareholder (in the case of a Trustee Shareholder, the Trust) is a party and the consummation of the transactions contemplated hereby and thereby. Each of this Agreement and the other Operative Agreements to which the Shareholder (in the case of a Trustee Shareholder, the Trust) is a party has been duly and validly executed and delivered by the Shareholder and constitutes a valid and binding agreement of the Shareholder (in the case of a Trustee Shareholder, the Trust), enforceable against the Shareholder (in the case of a Trustee Shareholder, the Trust) in accordance with its terms, except as enforcement may be limited by laws bankruptcy, insolvency, reorganization and other similar Laws affecting creditors generally and by general principles relating of equity (with respect to the availability a Trustee Shareholder, other than principles of specific performancefiduciary duty), injunctive relief, regardless of whether in a proceeding in equity or other equitable remediesat law.

Authorization. All (a) The execution, delivery and performance by each of Parent, HoldCo and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions are within the corporate or company, as applicable, powers of each of Parent, HoldCo and Merger Sub and, except for the Parent Shareholder Approval and the required approval of the shareholder of HoldCo and Merger Sub in connection with the consummation of the Transactions, have been duly authorized by all necessary corporate or company, as applicable, action on the part of Parent, HoldCo and Merger Sub. The affirmative vote of (i) at least two-thirds of the Company votes attached to, and its officersthe absolute majority of the par value of, directors the Parent Registered Shares, each as present or represented at an extraordinary general meeting of Parent’s shareholders, approving the Authorized Share Capital and stockholders the related amendments to Parent’s articles of association in connection therewith, on the basis of which the Parent Board is authorized to effect the Parent Share Issuance, and (ii) a majority of the votes attached to the Parent Registered Shares present or represented at an extraordinary general meeting of Parent’s shareholders, approving the Parent Share Issuance, are the only votes of the holders of any of Parent’s share capital necessary for in connection with the consummation of the Merger (the “Parent Shareholder Approval”). This Agreement has been duly executed and delivered by each of Parent, HoldCo and Merger Sub and (assuming due authorization, execution and delivery by the Company) constitutes a valid and binding agreement of each of Parent, HoldCo and Merger Sub enforceable against Parent, HoldCo and Merger Sub in accordance with its terms (subject to the Bankruptcy and Equity Exceptions). (b) The Parent Board has unanimously (i) determined that it is in the best interest of Parent and its shareholders, and declared it advisable, to enter into this Agreement and the Plan of Merger, (ii) approved the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the Transactions, and (iii) approved the submission to a vote by shareholders at an extraordinary general meeting of Parent’s shareholders on the Authorized Share Capital, on the basis of which the Parent Board is authorized to effect the Parent Share Issuance, and any matter related thereto, including the related amendments to Parent’s articles of association. (c) The boards of directors of each of HoldCo and Merger Sub have (i) approved the execution, delivery and performance by HoldCo and Merger Sub, respectively, of this Agreement, the performance Plan of all obligations Merger and the consummation of the Company to be performed by it at or before the Closings hereunderTransactions, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) declared it advisable for HoldCo and Merger Sub, respectively, to enter into this Agreement and the Plan of Merger. (d) Parent, acting in the capacity as limited the sole shareholder of HoldCo, has approved the execution, delivery and performance by laws HoldCo of this Agreement, the Plan of Merger and principles relating to the availability consummation of specific performancethe Transactions. HoldCo, injunctive reliefacting in the capacity as the sole shareholder of Merger Sub, or other equitable remedieshas approved the execution, delivery and performance by Merger Sub of this Agreement, the Plan of Merger and the consummation of the Transactions.

Authorization. All (a) Parent and Merger Sub have all requisite corporate action on power and authority to execute and deliver this Agreement and the part of Ancillary Agreements to be executed and delivered by Parent and Merger Sub pursuant hereto, to consummate the Company transactions contemplated hereby and its officers, directors thereby and stockholders necessary for the authorization, to perform their obligations hereunder and thereunder. The execution and delivery of this Agreement, the performance of all obligations Ancillary Agreements and the consummation of the Company transactions contemplated hereby and thereby have been duly and validly authorized by Parent's Board of Directors. Except for the filing of the Certificate of Merger with the Delaware Secretary of State, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and the Ancillary Agreements to which they are to be performed parties and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by it at or before the Closings hereundereach of Parent and Merger Sub and is, and the authorization, issuance (or reservation for issuance), sale upon execution and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken Ancillary Agreements to which Parent and/or Merger Sub are or will be taken prior to the Initial Closingparties, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval each of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto Ancillary Agreements will need to be takenbe, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholderslegal, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation obligations of the Company, Parent and/or Merger Sub enforceable against Parent and/or Merger Sub in accordance with its their terms, in each case, except (i) as such enforceability may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium, and reorganization or other similar laws of general application affecting enforcement of creditors' rights generally and (iib) as limited the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. (b) The Board of Directors of Merger Sub, by laws and principles relating written consent duly adopted prior to the availability date hereof, has resolved (x) that this Agreement and the Ancillary Agreements and the consummation of specific performancethe Merger and the other transactions contemplated hereby and thereby are fair to and in the best interests of Merger Sub and the stockholder of Merger Sub, injunctive relief(y) approved and declared advisable this Agreement, or the Ancillary Agreements and the Merger and the other equitable remediestransactions contemplated hereby and thereby, on the terms and subject to the conditions set forth herein, in accordance with the requirements of the DGCL, and (z) submitted this Agreement for adoption by Parent, as the sole stockholder of Merger Sub. Parent, as the sole stockholder of Merger Sub, has duly approved and adopted this Agreement and the Merger.

Authorization. All corporate action on I hereby authorize the Centers for Medicare & Medicaid Services (CMS) to initiate credit entries, and in accordance with 31 CFR part of 210.6(f) initiate adjustments for any credit entries made in error to the Company account indicated above. I hereby authorize the financial institution/bank named above to credit and/or debit the same to such account. CMS may assign its rights and obligations under this agreement to CMS’ designated fee-for-service contractor. CMS may change its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreementdesignated contractor at CMS’ discretion. If payment is being made to an account controlled by a Chain Home Office, the performance Provider of all obligations of Services hereby acknowledges that payment to the Company Chain Office under these circumstances is still considered payment to be performed by it at or before the Closings hereunderProvider, and the authorizationProvider authorizes the forwarding of Medicare payments to the Chain Home Office. If the account is drawn in the Physician’s or Individual Practitioner’s Name, issuance (or reservation for issuance), sale and delivery the Legal Business Name of the Notes Provider/ Supplier, the said Provider or Supplier certifies that he/she has sole control of the account referenced above, and Warrants being sold hereunder certifies that all arrangements between the Financial Institution and the Warrant Shares (as defined below) has been taken said Provider or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable Supplier are in accordance with all applicable Medicare regulations and instructions. This authorization agreement is effective as of the signature date below and is to remain in full force and effect until CMS has received written notification from me of its terms, except (i) termination in such time and such manner as limited by applicable bankruptcy, insolvency, reorganization, moratorium, to afford CMS and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating the Financial Institution a reasonable opportunity to act on it. CMS will continue to send the direct deposit to the availability Financial Institution indicated above until notified by me that I wish to change the Financial Institution receiving the direct deposit. If my Financial Institution information changes, I agree to submit to CMS an updated EFT Authorization Agreement. Authorized/Delegated Official Name (Print) Authorized/Delegated Official Telephone Number Authorized/Delegated Official Title Authorized/Delegated Official E-mail Address Authorized/Delegated Official Signature (Note: Must be original signature in black or blue ink.) Date Sections 1842, 1862(b) and 1874 of specific performancetitle XVIII of the Social Security Act authorize the collection of this information. The purpose of collecting this information is to authorize electronic funds transfers. Per 42 CFR 424.510(e)(1), injunctive reliefproviders and suppliers are required to receive electronic funds transfer (EFT) at the time of enrollment, revalidation, change of Medicare contractors or other equitable remedies.submission of an enrollment change request; and

Authorization. All (a) Each of Parent, Merger Sub and Merger LLC has all requisite corporate, limited liability company or other power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject, in the case of the Stock Issuance and the Merger, to the receipt of the Parent Stockholder Approval and the Parent Disinterested Stockholder Approval and the effectiveness of the Merger Sub Stockholder Consent. Assuming the accuracy of the representations in Section 3.19, the execution, delivery and performance of the Transaction Documents to which any of Parent, Merger Sub and Merger LLC is a party, and the consummation by Parent, Merger Sub and Merger LLC of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or other action on the part of Parent, Merger Sub and Merger LLC, and no other corporate or other proceedings on the Company part of Parent, Merger Sub and Merger LLC are necessary to authorize the execution and delivery of the Transaction Documents to which any of Parent, Merger Sub and Merger LLC is a party or the consummation of the transactions contemplated hereby and thereby, other than, with respect to the Stock Issuance and the Merger: (i) the Parent Requisite Approvals and (ii) the effectiveness of the Merger Sub Stockholder Consent. Merger LLC has taken all action as is necessary or advisable to authorize the Upstream Merger in accordance with Merger LLC’s governing documents and Section 267 of the DGCL and Section 18-209(i) of the DLLCA, and such authorization is and shall be the only limited liability company authorization of Merger LLC necessary to authorize the Upstream Merger. This Agreement has been duly and validly executed and delivered by Parent, Merger Sub and Merger LLC and, assuming the due execution and delivery by the Company, constitutes the valid and binding obligation of Parent, Merger Sub and Merger LLC, enforceable against Parent, Merger Sub and Merger LLC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law). (b) The Parent Special Committee has unanimously (i) determined that the Transaction Documents to which Parent is a party and the transactions contemplated hereby and thereby, including the Certificate of Designations and the Merger, are advisable and fair to, and in the best interests of, Parent and the Parent Stockholders (including the Parent Disinterested Stockholders) and (ii) recommended that the Parent Board approve (including for purposes of Section 203 of the DGCL) and declare advisable the Transaction Documents to which Parent is a party and the transactions contemplated hereby and thereby, including the Certificate of Designations and the Merger, and direct that the Stock Issuance and this Agreement and the transactions contemplated hereby, including the Merger, be submitted to the Parent Stockholders for approval and resolve to recommend that the Parent Stockholders approve the Stock Issuance and this Agreement and the transactions contemplated hereby, including the Merger (such recommendation, the “Parent Special Committee Recommendation”). As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn. (c) The Parent Board, including at least a majority of (a) the Unaffiliated Directors (as defined in the Parent Charter and the Stockholders Agreement) and (b) the directors designated by A/N pursuant to the Stockholders Agreement, upon the unanimous recommendation of the Parent Special Committee, has unanimously (i) determined that the Transaction Documents to which Parent is a party and the transactions contemplated hereby and thereby, including the Certificate of Designations and the Merger and including the consideration to be paid in connection therewith, are advisable and fair to, and in the best interests of, Parent and the Parent Stockholders (including the Parent Disinterested Stockholders), (ii) approved (including for purposes of Section 203 of the DGCL) and declared advisable the Transaction Documents to which Parent is a party and the transactions contemplated hereby and thereby, including the Certificate of Designations and the Merger, (iii) directed that the Stock Issuance and this Agreement and the transactions contemplated hereby, including the Merger, be submitted to the Parent Stockholders for approval, and (iv) resolved to recommend that the Parent Stockholders approve the Stock Issuance and this Agreement and the transactions contemplated hereby (such recommendation, the “Parent Board Recommendation”). As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn. (d) The Merger Sub Board has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Merger Sub and its officerssole stockholder, directors (ii) approved and stockholders necessary declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) recommended that the sole stockholder of Merger Sub approve the adoption of this Agreement and (iv) directed that this Agreement be submitted to the sole stockholder of Merger Sub for adoption. As of the authorizationdate of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn. Prior to the execution of this Agreement, Merger LLC, as sole stockholder of Merger Sub, duly executed and delivered to Merger Sub a written consent, such consent to be effective immediately following the execution and delivery of this Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, approving this Agreement and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closingtransactions contemplated hereby, including the authorization and reservation Merger, pursuant to Section 228 of the shares of Common Stock DGCL (the “Merger Sub Stockholder Consent”). Parent has delivered to be issued upon exercise the Company a copy of the Initial Warrant Merger Sub Stockholder Consent, which is currently in effect and has not been rescinded, modified or withdrawn. (e) The sole member of Merger LLC has (i) determined that this Agreement and the "Initial Warrant Shares")transactions contemplated hereby are advisable and fair to, except that and in the best interests of, Merger LLC and its sole member, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby and (iii) taken all action as is necessary or advisable to cause Merger LLC to authorize the Upstream Merger in accordance with Merger LLC’s governing documents, Section 267 of the DGCL and Section 18-209 of the DLLCA. As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn. (f) Assuming the accuracy of the representations in Section 3.19, the only votes of the holders of any class or series of Parent Capital Stock necessary to adopt the Transaction Documents and to consummate the transactions contemplated hereby and thereby are: (i) the issuance and delivery approval of the Warrants being sold hereunder and Stock Issuance by the Warrant Shares may require certain filings withaffirmative vote of a majority of the votes cast by the holders of Parent Capital Stock at the Parent Stockholders Meeting (the “Parent Stockholder Approval”), and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement andand the transactions contemplated hereby, as including the Merger, by the affirmative vote of holders of a resultmajority of the aggregate voting power of the outstanding shares of Parent Capital Stock entitled to vote thereon (other than any outstanding shares of Parent Capital Stock beneficially owned, all corporate action necessary to amend directly or indirectly, by (A) the certificate of incorporation Company and its Affiliates, (B) the ▇▇▇▇▇▇ Group, the ▇▇▇▇▇▇ Group and their respective Affiliates, (C) A/N and its Affiliates, (D) the members of the Company to authorize an additional number of shares of Common Stock necessary to allow for Board and Company Section 16 Officers, (E) the issuance members of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders Parent Board and the filing Parent Section 16 Officers or (F) the immediate family members (as defined in Item 404 of an instrument necessary to implement such an amendment with the Secretary Regulation S-K) of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation any of the Company set forth on Exhibit F hereto will need to be takenforegoing), including voting together as a single class (the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock “Parent Disinterested Stockholder Approval” and the holders of Parent Capital Stock entitled to vote on the Series Y Preferred StockParent Disinterested Stockholder Approval, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii“Parent Disinterested Stockholders”), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Authorization. All (a) Each of Parent, Merger Sub and Merger LLC has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation by Parent, Merger Sub and Merger LLC of the Merger, the Upstream Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent, Merger Sub and Merger LLC and, other than the Company adoption of this Agreement by Parent as the sole stockholder of Merger Sub and its officersas the sole member of Merger LLC, directors and stockholders no other corporate proceedings on the part of Parent, Merger Sub or Merger LLC are necessary for to authorize the authorization, execution and delivery of this Agreement, Agreement or the performance of all obligations consummation of the Company to be performed transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by it at or before Parent, Merger Sub and Merger LLC and, assuming the Closings hereunder, due adoption by Parent as aforesaid and the authorization, issuance (or reservation for issuance), sale due execution and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and , constitutes the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the CompanyParent, Merger Sub and Merger LLC, enforceable against Parent, Merger Sub and Merger LLC in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriumrehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law). (b) The Board of Directors of each of Parent and Merger Sub, and other laws the managing member of general application affecting enforcement of creditors' rights generally Merger LLC has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Parent, Merger Sub and Merger LLC and their respective stockholders and members and (ii) as limited by laws approved this Agreement and principles relating to the availability of specific performancetransactions contemplated hereby, injunctive relief, or other equitable remediesincluding the Merger and the Upstream Merger.

Authorization. All corporate action on (a) Seller has all requisite limited liability company power and authority to execute and deliver this Agreement and the part Ancillary Agreements to which Seller is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which Seller is a party by Seller and the consummation of the Company transactions contemplated hereby and its officersthereby have been duly authorized by all requisite limited liability company action of Seller. This Agreement has been (and the execution and delivery of each of the Ancillary Agreements to which Seller will be a party will be) duly executed and delivered by Seller and constitutes (and each such Ancillary Agreement when so executed and delivered by Seller will constitute) a valid, directors legal and stockholders binding agreement of Seller (assuming that this Agreement has been, and the Ancillary Agreements to which Seller is a party will be, duly and validly authorized, executed and delivered by the other Persons party thereto), enforceable against Seller in accordance with their terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. (b) Assuming the truth and accuracy of the representations and warranties of Buyer set forth in Section 3.2(b), no notices to, filings with or authorizations, consents or approvals of any Governmental Authority are necessary for the authorizationexecution, delivery or performance by Seller of this Agreement or the Ancillary Agreements to which Seller is a party or the consummation by Seller of the transactions contemplated hereby, except for (i) compliance with and filings under the HSR Act and any other applicable Competition Laws, (ii) those the failure of which to obtain or make would not reasonably be expected to have a Company Material Adverse Effect and (iii) those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. (c) The board of directors of Seller has consented to the Seller’s entry into this Agreement in accordance with the terms of Seller’s Organizational Documents, and, prior to the execution and delivery of this Agreement, the performance a true and correct copy of all obligations of the Company such resolutions have been provided to Buyer and such resolutions will not be performed by it at modified or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken amended in any manner prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remediesClosing Date.

Authorization. All corporate (a) Seller has the requisite limited partnership power and authority, and has taken all limited partnership action necessary to execute and deliver this Agreement and all other documents to be executed and delivered by Seller as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby and, to the extent applicable, the performance of its obligations hereunder have been duly authorized and approved by all necessary limited partnership action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals")Seller. This Agreement has been duly executed and delivered by Seller. Assuming that this Agreement constitutes a valid and legally binding obligation obligations of the CompanyPurchaser, this Agreement constitutes valid and binding obligations of Seller, enforceable against Seller in accordance with its termsthe terms hereof, except (i) as to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and moratorium or other laws of general application similar Applicable Laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles, whether considered in a Proceeding in equity or at law (collectively, “Creditor’s Rights”). (b) The execution, delivery and performance by Seller of this Agreement or any other agreement contemplated hereunder or the consummation by Seller of the transactions contemplated hereby or thereby does not or will not, after the giving of notice, or the lapse of time, or otherwise, (i) conflict with any of the provisions of the Organizational Documents of Seller, (ii) as limited by laws and principles relating to the availability of specific performance, injunctive reliefconflict with or result in a breach of, or other equitable remediesconstitute a default under any Contract to which Seller is a party or by which Seller or any of its properties or assets are bound, (iii) contravene any Applicable Law, or (iv) violate any applicable right of first offer or right of first refusal to which Seller is a party, except in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which would not reasonably be expected to prevent, materially delay or materially impair Seller’s ability to consummate the transactions contemplated by this Agreement.

Authorization. All (a) Each of the Seller and its Subsidiaries, as applicable, has all necessary power and authority to execute and deliver this Agreement and any other certificate, agreement, document or other instrument to be executed and delivered by it in connection with the transactions contemplated by this Agreement (the "Seller Ancillary Documents") and to perform its obligations hereunder and under the Seller Ancillary Documents and, subject to obtaining necessary shareholder approval, to consummate the Acquisition and the other transactions contemplated by this Agreement and the Seller Ancillary Documents. The execution, delivery and performance by each of the Seller and its Subsidiaries, as applicable, of this Agreement and the Seller Ancillary Documents, and the approval and consummation by the Seller of the Acquisition and the other transactions contemplated by this Agreement and the Seller Ancillary Documents, have been duly authorized by all necessary corporate action (including, without limitation, the unanimous approval of the Board of Directors of the Seller) and no other corporate proceedings on the part of the Company Seller or any of its Subsidiaries are necessary to authorize this Agreement or the Seller Ancillary Documents or to consummate the Acquisition or the other transactions contemplated by this Agreement or the Seller Ancillary Documents (other than, with respect to the Acquisition, the approval and adoption of this Agreement by the affirmative vote of a two-thirds of the voting power of the then outstanding shares of Seller Common Stock). This Agreement has been and the Seller Ancillary Documents will be duly executed and delivered by each of the Seller and its officersSubsidiaries and, directors and stockholders necessary for assuming the due authorization, execution and delivery by the Purchaser, constitute a legal, valid and binding obligation of the Seller and its Subsidiaries enforceable against the Seller and its Subsidiaries in accordance with their terms. The affirmative vote of holders of two-thirds of the outstanding shares of Seller Common Stock entitled to vote is the only vote of the Seller's shareholders (the "Seller Shareholders") necessary to approve this Agreement, the Acquisition and the other transactions contemplated by this Agreement and the Seller Ancillary Documents. (b) At a meeting duly called and held on October 24, 2000, the Board of Directors of the Seller unanimously (i) determined that this Agreement, the Seller Ancillary Documents and the Shareholders' Agreements and the other transactions contemplated hereby and thereby, including the Acquisition, are fair to and in the best interests of the Seller and the Seller Shareholders, (ii) approved, authorized and adopted this Agreement, the Acquisition and the other transactions contemplated hereby, and (iii) resolved to recommend approval and adoption of this Agreement and the Acquisition by the Seller Shareholders. The actions taken by the Board of Directors of the Seller constitute approval of the Acquisition, this Agreement, the Seller Ancillary Documents and the Shareholders' Agreements and the other transactions contemplated hereby and thereby by the Board of Directors of the Seller under the provisions of Section 607.0901 of the FBCA such that Section 607.0901 of the FBCA does not apply to this Agreement, the Seller Ancillary Documents the Shareholders' Agreements or the transactions contemplated hereby or thereby. Other than Section 607.0901 of the FBCA, no state antitakeover or similar statute or provision in the Seller's or its Subsidiaries' governing documents is applicable to the Purchaser in connection with the Acquisition, this Agreement, the Seller Ancillary Documents or the Shareholders' Agreements or any of the transactions contemplated hereby or thereby. (c) The Independent Advisor has delivered to the Board of Directors of the Seller its written opinion, dated as of the date of this Agreement, that, as of such date and based on the performance of all obligations of assumptions, qualifications and limitations contained therein, the Company consideration to be performed received by it at or before the Closings hereunder, and Seller in the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior Acquisition is fair to the Initial Closing, including the authorization and reservation Seller from a financial point of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval view. A copy of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments opinion shall be provided to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with Purchaser promptly upon its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating delivery to the availability of specific performance, injunctive relief, or other equitable remediesSeller.

Authorization. All (a) Allegiant has the corporate action on power and authority to enter into this Agreement and the part of Southside and Allegiant Voting Agreements and to carry out its obligations under the Company Southside and its officersAllegiant Voting Agreements and, directors and stockholders necessary for subject to the authorization, execution and delivery approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Allegiant and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Allegiant to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Allegiant Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance of all obligations this Agreement and the Southside and Allegiant Voting Agreements by Allegiant and the consummation by Allegiant of the Company to be performed by it at or before the Closings hereunder, transactions contemplated hereby and thereby and the authorization, issuance (or reservation for issuance), sale and delivery consummation by Allegiant of the Notes transactions contemplated hereby and Warrants being sold hereunder thereby in accordance with and subject to the terms of this Agreement and the Warrant Shares (as defined below) has Southside and Allegiant Voting Agreements have been taken or will be taken prior to duly authorized by all requisite corporate action of Allegiant, except, in the Initial Closingcase of this Agreement, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of this Agreement and the Company's stockholders pursuant transactions contemplated hereby by the Allegiant shareholders. The Southside and Allegiant Voting Agreements are and, subject to Nasdaq Marketplace Rule 4350(i); (iii) the number receipt of Subsequent Warrant Shares issuable upon exercise such approvals of the Subsequent Warrants exceeds Allegiant shareholders and the number of authorizedRegulatory Authorities as may be required by statute or regulation, unissued and unreserved shares of Common Stock on the date of this Agreement andis, as a result, all corporate action necessary to amend the certificate valid and binding obligation of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment Allegiant enforceable against it in accordance with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Companytheir respective terms. Allegiant's Board of Directors has taken all actions so that no Missouri antitakeover measure, whether pursuant to Allegiant's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby. (b) Neither the execution, delivery and performance by Allegiant of this Agreement or the Company's stockholdersSouthside or Allegiant Voting Agreements, including nor the holders consummation by Allegiant of the Series X Preferred Stock and the holders transactions contemplated hereby or thereby, nor compliance by Allegiant with any of the Series Y Preferred Stockprovisions hereof or thereof, and will (i) violate, conflict with or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in the filing termination of, or accelerate the performance required by, or result in a right of an termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Allegiant or any of the Allegiant Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws, or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument necessary or obligation to implement such an amendment which Allegiant or any of the Allegiant Subsidiaries is a party or by which it may be bound, or to which Allegiant or any of the Allegiant Subsidiaries or any of the properties or assets of Allegiant or the Allegiant Subsidiaries may be subject, or (ii) subject to compliance with the Secretary of State of the State of Delaware statutes and regulations referred to in subsection (the stockholder approvals specified in clauses (ii), (iii) and (ivc) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation Section 3.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Allegiant or any of the CompanyAllegiant Subsidiaries or any of their respective properties or assets. (c) Other than in connection with or in compliance with the provisions of the Missouri Statute, enforceable in accordance with its termsthe Securities Act, except (i) as limited by applicable bankruptcythe Exchange Act, insolvency, reorganization, moratorium, and other the securities or blue sky laws of general application affecting enforcement the various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performanceany other Regulatory Authority, injunctive reliefno notice to, filing with, exemption or review by, or other equitable remediesauthorization, consent or approval of, any public body or authority is necessary for the consummation by Allegiant of the transactions contemplated by this Agreement.

Authorization. All corporate action on (a) The Trust Preferred Securities have been duly authorized by Trust and, when issued and delivered by Trust to Purchaser pursuant to this Agreement against payment therefor as provided herein, will be validly issued and fully paid and nonassessable undivided beneficial interests in the part assets of Trust entitled to the benefits of the Company Declaration of Trust and its officerswill constitute legally valid and binding obligation of Trust, directors enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and stockholders necessary for the authorizationsimilar laws relating to or affecting creditors' rights generally and remedies generally, execution and delivery subject, as to enforceability, to general principles of this Agreementequity, the performance including principles of all obligations commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). The issuance of the Company Trust Preferred Securities is not subject to be performed by it at preemptive or before the Closings hereunderother similar rights, and (subject to the authorization, terms of the Declaration of Trust) holders of Trust Preferred Securities will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit incorporated under the laws of the State of Delaware. (b) This Agreement and the Transaction Documents to which it is a party have been validly authorized and duly executed and delivered by the Trust. (c) The issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and have been duly authorized by Company, and, at the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant SharesClosing Date, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement Notes will have been duly executed by Company and, as a resultwhen delivered against payment therefor, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation obligations of the Company, Company enforceable against it in accordance with its their terms, except (i) as limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, moratorium and other similar laws of general application relating to or affecting enforcement of creditors' rights generally and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (ii) as limited by laws and principles relating to the availability regardless of specific performance, injunctive relief, whether enforcement is sought in a proceeding at law or other equitable remediesin equity).

Authorization. All corporate action on the part issued and outstanding shares of capital stock of the Company have been duly authorized and its officersvalidly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company have been issued in violation of the preemptive or other similar rights of any person or in violation of any applicable securities laws or regulations. Except as described in the Schedule of Exceptions or as contemplated by this Agreement, directors immediately prior to the First Closing there are no shares of capital stock or other securities of the Company or any Subsidiary (i) reserved for issuance or (ii) subject to preemptive rights or any outstanding subscriptions, options, warrants, calls, rights, convertible securities or other agreements or other instruments outstanding or in effect giving any person the right to acquire any shares of capital stock or other securities of the Company or any Subsidiary or any commitments of any character relating to the issued or unissued capital stock or other securities of the Company or any Subsidiary. Except as specified in the Schedule of Exceptions or as contemplated in this Agreement, immediately prior to the First Closing the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Company. The sale of the Securities are not subject to any preemptive rights or rights of first refusal and, when issued and stockholders necessary for delivered in compliance with the authorization, execution and delivery provisions of this Agreement, the performance Warrants and/or the Certificate of all obligations of Designation, the Company to Securities will be performed by it at or before the Closings hereunderduly and validly issued, fully paid and nonassessable, and the authorization, issuance (or reservation for issuance), sale and delivery will be free of the Notes and Warrants being sold hereunder and the Warrant Shares any Liens (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except encumbrances or restrictions on transfer; provided, however, that (ia) the issuance and delivery of Securities may be subject to restrictions on transfer under applicable securities laws as set forth herein or as otherwise required by such laws at the Warrants being sold hereunder and the Warrant Shares may require certain filings withtime a transfer is proposed, and the approval of, Nasdaq for the listing of the Warrant Shares; (iib) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to Securities may only be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable assigned in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, Section 3.7 hereof and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remediesStockholders Agreement.

Authorization. All corporate action on the part of the Company Company, its directors and its officers, directors and stockholders shareholders necessary for the authorization, execution execution, delivery and delivery performance of this Agreement, the Notes, the Warrant and the Security Agreement (collectively, the “Loan Documents”) by the Company and the performance of all the Company’s obligations of hereunder and thereunder, including the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder Warrant and the reservation of the equity securities issuable upon conversion of the Notes and exercise of the Warrant Shares (as defined belowcollectively, the “Conversion Shares” and, together with the Notes and the Warrants, the “Securities”) has been taken or will be taken prior to the Initial Closingissuance of such Securities, including the authorization as applicable. The Loan Documents, when executed and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of delivered by the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued shall constitute valid and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation binding obligations of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of enforceable against the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and moratorium or other laws of general application affecting enforcement of creditors' rights generally and ’ rights, (iib) as limited by laws and general principles relating to of equity that restrict the availability of specific performanceequitable remedies and (c) with respect to rights to indemnity, injunctive reliefsubject to federal and state securities laws. The Securities, when issued in compliance with the provisions of the Loan Documents, will be validly issued, fully paid and nonassessable. The issuance of the Securities pursuant to the provisions of this Agreement will not violate any preemptive rights or rights of first refusal granted by the Company that will not be validly complied with or waived. The Securities, when issued in compliance with the provisions of the Loan Documents, will be free of any liens or encumbrances, other equitable remediesthan any liens or encumbrances created by or imposed upon the Investor through no action of the Company; provided, however, that the Securities may be subject to restrictions on transfer under (i) that certain Investor Rights Agreement, by and among the Company and the other signatories thereto, dated August 4, 2010 (the “Investor Rights Agreement”), (ii) the Company’s Bylaws and (iii) state and/or federal securities laws.

Authorization. All (a) Parent, Intermediate Holdco and Merger Sub have all necessary corporate or other organizational power and authority to execute and deliver this Agreement, to perform its respective obligations hereunder and, subject to (i) the approval of the Share Issuance by the affirmative vote of a majority of the votes cast by holders of outstanding shares of Parent Common Stock entitled to vote thereon at the Parent Stockholders Meeting, (ii) the approval of the transactions contemplated by this Agreement, including the Share Issuance, by the affirmative vote of the holders of a majority of outstanding shares of Parent Common Stock entitled to vote thereon at the Parent Stockholders Meeting, disregarding for purposes of this clause (ii) any votes cast by any Fortress Stockholders (the matters referenced in the immediately preceding clauses (i) and (ii), the “Required Parent Vote”) and (iii) the adoption of this Agreement by Intermediate Holdco in its capacity as the sole stockholder of Merger Sub, to consummate the transactions contemplated hereby. Except for the receipt of the Required Parent Vote, the execution, delivery and performance by Parent, Intermediate Holdco and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Parent and all other necessary corporate action on behalf of Parent, Intermediate Holdco and Merger Sub, as applicable. No other corporate proceedings on the part of Parent, Intermediate Holdco, Merger Sub or any holders of their respective securities are necessary to authorize this Agreement or to consummate the Company transactions contemplated hereby, including the Merger and Share Issuance, other than the receipt of the Required Parent Vote and the adoption of this Agreement by Intermediate Holdco in its officerscapacity as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent, directors Intermediate Holdco and stockholders necessary for Merger Sub and, assuming the due authorization, execution and delivery of this Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a legal, valid and legally binding obligation of the Companyeach of Parent, Intermediate Holdco and Merger Sub, enforceable against each of Parent, Intermediate Holdco and Merger Sub in accordance with its terms, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws of general application applicability relating to or affecting enforcement of creditors' ’ rights generally or by general equity principles. (b) The Transaction Committee has unanimously (i) determined that this Agreement is advisable and fair to, and in the best interests of, Parent and its stockholders and (ii) as limited adopted resolutions recommending that the Board of Directors of Parent approve and declare the advisability of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and Share Issuance, and that the holders of the shares of Parent Common Stock approve the transactions contemplated by laws this Agreement, including the Share Issuance (the “Committee Recommendation”). (c) The Board of Directors of Parent, upon the unanimous recommendation of the Transaction Committee, at a meeting duly called and principles relating held prior to the availability execution of specific performancethis Agreement, injunctive reliefhas, or other equitable remediesby unanimous vote of those directors present (who constituted all of the directors of Parent then in office) (i) determined that this Agreement is advisable and fair to, and in the best interests of, Parent and its stockholders, (ii) adopted resolutions approving the execution, delivery and performance by Parent of this Agreement and declaring the advisability of this Agreement, (iii) adopted resolutions, subject to Section 7.05, recommending that the holders of Parent Common Stock approve the transactions contemplated by this Agreement, including the Share Issuance (the “Parent Recommendation”) and (iv) directed that such matter be submitted for consideration by Parent stockholders at a meeting of such stockholders to be called for such purpose (the “Parent Stockholders Meeting”).

Authorization. The Company has all requisite corporate power and authority to enter into the Transaction Agreements, the Asset Management Agreement and the Strategic Advisor Agreements and to carry out and perform its obligations under the terms of the Transaction Agreements, the Asset Management Agreement and the Strategic Advisor Agreements, including the issuance and sale of the Securities, the issuance of the Strategic Advisor Warrants, the issuance of the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”) and the issuance of the Strategic Advisor Warrant Shares. All corporate action on the part of the Company and Company, its officers, directors and stockholders necessary for the authorization of the Initial Shares, the Pre-Funded Warrant Shares and the Strategic Advisor Warrant Shares, the authorization, execution, delivery and performance of the Transaction Agreements, Asset Management Agreement and the Strategic Advisor Agreements and the consummation of the transactions contemplated herein or thereby, including the issuance and sale of the Securities, the Pre-Funded Warrant Shares and the Strategic Advisor Warrant Shares has been taken, including, without limitation, the approval of the Board of Directors (or a committee thereof) in accordance with the Delaware General Corporation Law (as amended or superseded from time to time, the “DGCL”), including, but not limited to, Section 144 thereof. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date each Investor of this Agreement andand that this Agreement constitutes the legal, as a resultvalid and binding agreement of each Investor, all corporate action necessary to amend the certificate of incorporation this Agreement and each of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement Pre-Funded Warrants constitutes a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriummoratorium 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). Upon its execution by the Company and the other parties thereto and assuming that it constitutes legal, valid and binding agreements of the other laws parties thereto, the Registration Rights Agreement, the Asset Management Agreement the Strategic Advisor Agreements and each of general application affecting enforcement the Strategic Advisor Warrants will constitute a legal, valid and binding obligation of creditors' rights generally and (ii) the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws and principles relating to the availability or affecting creditors generally or by general equity principles (regardless of specific performance, injunctive relief, whether such enforceability is considered in a proceeding in equity or other equitable remediesat law).

Authorization. All (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the Merger to obtaining the Requisite Shareholder Approval, to consummate the transactions contemplated hereby and to perform its obligations hereunder. Assuming that the representations of Parent, Merger Sub and Merger Sub LLC set forth in Section 4.11 are accurate, the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company and its officersno additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (including the Merger), directors other than in the case of the Merger obtaining the Requisite Shareholder Approval. This Agreement has been duly executed and stockholders necessary for delivered by the Company and, assuming the due authorization, execution and delivery of this Agreementby Parent, the performance of all obligations of the Company to be performed by it at or before the Closings hereunderMerger Sub and Merger Sub LLC, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other laws of general application similar Applicable Law affecting enforcement of or relating to creditors' ’ rights generally and (ii) as limited by laws is subject to general principles of equity. (b) At a meeting duly called and principles relating held prior to the availability execution of specific performancethis Agreement, injunctive reliefthe Company Board unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its shareholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, and the Voting Agreements, (iv) directed that the adoption of this Agreement be submitted to a vote of the shareholders of the Company at the Company Shareholder Meeting and (v) resolved to recommend that the holders of shares of Company Common Stock adopt this Agreement in accordance with the applicable provisions of California Law. (c) Assuming that the representations of Parent, Merger Sub and Merger Sub LLC set forth in Section 4.11 are accurate, the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock voting to adopt this Agreement (the “Requisite Shareholder Approval”) is the only vote of the holders of any class or series of Company Capital Stock necessary (under Applicable Law or otherwise) to consummate the Merger and the other equitable remediestransactions contemplated by this Agreement.

Authorization. All (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation by Parent and Merger Sub of the Merger have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the Company and its officers, directors and stockholders part of Parent or Merger Sub are necessary for to authorize the authorization, execution and delivery of this Agreement, Agreement or the performance of all obligations consummation of the Company to be performed by it at or before the Closings hereundertransactions contemplated hereby, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires other than the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date adoption of this Agreement by the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, as a result, all corporate action necessary to amend assuming the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment due execution and delivery by the Company's stockholders and , constitutes the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the CompanyParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriumrehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law). (b) The Board of Directors of Parent has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and other laws of general application affecting enforcement of creditors' rights generally in the best interests of, Parent and its stockholders and (ii) as limited by laws approved and principles relating declared advisable this Agreement and the Transactions. (c) The Board of Directors of Merger Sub has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Merger Sub and its sole stockholder, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) recommended that the sole stockholder of Merger Sub approve the adoption of this Agreement and (iv) directed that this Agreement be submitted to the availability sole stockholder of specific performanceMerger Sub for adoption. (d) There is no vote of the holders of any class or series of capital stock of Parent necessary to adopt this Agreement or to consummate the transactions contemplated hereby, injunctive reliefincluding the Merger, under applicable Law or other equitable remediesunder the Parent Charter or Parent Bylaws.

Authorization. All The Company has all necessary corporate action power and authority to execute and deliver this Agreement, the Tengelmann Investment Agreement, the Amended and Restated Stockholder Agreement and the Amended and Restated Tengelmann Stockholder Agreement (collectively, the “Ancillary Agreements”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Board of Directors has duly adopted resolutions at a meeting duly called and held (i) adopting, authorizing, approving and declaring this Agreement, the Ancillary Agreements, the classification of the Shares as Convertible Preferred Stock, the issuance of the Investor Shares at Closing, the reservation for issuance of the shares of Convertible Preferred Stock issued pursuant to Section 4 of the Convertible Preferred Articles Supplementary and the Underlying Securities and the other transactions contemplated hereby and by the Ancillary Agreements on the part terms and subject to the conditions set forth herein and therein advisable, fair to and in the best interest of the Company, (ii) adopting the Company By-Laws Amendment and the Convertible Preferred Articles Supplementary, (iii) directing that the proposal for the Conversion Stockholder Approval be submitted to a vote at a meeting of the stockholders of the Company and its officers, directors and (iv) recommending that the stockholders necessary of the Company adopt the proposal for the authorizationConversion Stockholder Approval. No “fair price,” “moratorium,” “control share acquisition,” “business combination,” or other similar anti-takeover provision under Maryland or Federal Laws, execution and delivery including Section 3-702 of the Maryland General Corporation Law, apply to this Agreement, the Offering and the other transactions contemplated hereby, and pursuant to the Company By-Laws Amendment, the Company will be exempt from the application of the Maryland Control Share Acquisition Act (Section 3-701, et seq. of the Maryland General Corporation Law) following the date thereof. The execution, delivery and performance of all obligations this Agreement and the Ancillary Agreements and the consummation by the Company of the Company to be performed by it at or before transactions contemplated hereby and thereby, including the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder Shares and the Warrant Shares (as defined below) has Underlying Securities, have been taken duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company or will be taken prior its material subsidiaries or vote of holders of any class or series of capital stock of the Company or its material subsidiaries is necessary to authorize this Agreement or the Initial ClosingAncillary Agreements or to consummate the transactions contemplated hereby and thereby, including the authorization and issuance (or reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"for issuance), except that (i) the issuance sale and delivery of the Warrants being sold hereunder Shares and the Warrant Shares may require certain filings withUnderlying Securities, other than the approval, to the extent and as required under the approval of, Nasdaq for the listing rules and regulations of the Warrant Shares; NYSE, of (ii1) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", when voting together with the Initial Warrant Sharescommon stock, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorizedpar value $1.00 per share, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company (“Common Stock”), becoming entitled to authorize an additional cast the full number of shares of Common Stock necessary to allow for votes on an as-converted basis and (2) the issuance of the Subsequent Warrant Shares will need to be takenfull amount Common Stock upon the exercise of conversion rights of the Shares, including the approval of such an amendment in each case by the Company's stockholders affirmative vote of holders of a majority of the votes present and entitled to vote at the filing stockholders’ meeting duly called, noticed and convened for such purpose, at which the total votes cast represent over 50% in interest of an instrument necessary to implement such an amendment all Voting Stock in accordance with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the NYSE rules for stockholder approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required “Conversion Stockholder Approvals"Approval”). This Agreement constitutes has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by each Investor, each Existing Investor and the Investors’ Representative) constitutes, and each Ancillary Agreement, when executed and delivered by the Company (assuming due authorization, execution and delivery by the other parties thereto), will constitute, a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriummoratorium and other similar Laws 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). The sale and issuance of the Shares at Closing are not, and other laws the issuance of general application affecting enforcement shares of creditors' Convertible Preferred Stock pursuant to Section 4 of the Convertible Preferred Articles Supplementary and the issuance of the Underlying Securities will not be, subject to any preemptive rights generally and (ii) as limited by laws and principles relating to the availability or rights of specific performance, injunctive relief, or other equitable remediesfirst offer.

Authorization. All corporate action on A. The City shall deduct a uniform amount for the part Local dues from the pay of those employees in the bargaining unit who individually request in writing such deductions from their pay. Such deduction authorization must be forwarded to Human Resources before deduction is withheld by the City. The amount to be deducted shall be certified to the City by the Local and the aggregate deductions together with a list of employees from whom deductions were made shall be direct deposited into the Local’s bank account not later than thirty (30) days following the deductions. The parties agree that the City assumes no obligation, financial or otherwise, arising out of the Company provisions of this article regarding the deduction of Local dues. The Local hereby agrees that it will indemnify and its officershold the City harmless from any claims, directors actions or proceedings by an employee from deductions made by the City pursuant to this article. Once the funds are remitted to the Local, their disposition thereafter shall be the sole and stockholders necessary exclusive obligation and responsibility of the Local. Deductions shall be for the authorization, execution and delivery length of this AgreementAgreement and any extension thereof. B. The parties recognize that any member may elect to not join the Union and/or may revoke their participation in the Union. In the event that the employee elects not to join the Union or continue membership, the performance of all obligations written notice shall be forwarded to Human Resources. The City would accept any such notice. The City must approve of the Company wavier that IAFF intends to use. C. The City must also obtain “clear and affirmative consent before any money is taken” from an employee’s wages for fair share fees. This consent must be performed by it at or before in the Closings hereunderform of written authorization. The employee must voluntarily, intelligently, and knowingly waive his or her right to not fund union advocacy or voluntarily consent to such fair share fee deduction D. The City recognizes that if the authorizationcurrent law changes regarding “fair share” union dues, issuance (or reservation for issuance), sale that Sections B and delivery C would no longer apply and that “Fair share” would be administered under this paragraph. The amount of the Notes fair share fee shall be determined by the Local, but shall not exceed the dues uniformly required of the members of the Local who are in the bargaining unit. Such fair share fee shall be certified by the Local to the City as necessary, and Warrants being sold hereunder forwarded to Human Resources. Such payment is subject to internal Local rebate procedure and the Warrant Shares (as defined below) has been taken or Local represents that it’s internal rebate procedure is in compliance with all requirements of State and Federal Law. For the duration of this contract, when such fair share fee shall be is deducted, it will be taken prior to done automatically by the Initial Closing, including City from the authorization and reservation payroll check of each member who is not a member of the shares of Common Stock Local. This deduction shall be made each pay period. The City agrees to be issued upon exercise make a direct deposit of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery aggregate amount of the Warrants being sold hereunder and fair share fees deducted to furnish the Warrant Shares may require certain filings with, and Secretary of the approval of, Nasdaq Local once each pay period a check for the aggregate amount of the fair share fees deducted for that pay period, together with a listing of the Warrant Shares; (ii) members for whom said deductions were made. E. The parties agree that the issuance and delivery City assumes no obligation, financial or otherwise, arising out of the Subsequent Warrants being sold hereunder provisions of this article. The Local hereby agrees that it will indemnify and hold the shares of Common Stock City harmless from any claims, actions or proceedings by an employee from the deductions made by the City pursuant to this article. Once the funds are remitted to the Local, their disposition thereafter shall be issued upon exercise the sole and exclusive obligation and responsibility of the Subsequent Warrants (Local. Deductions shall be for the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date length of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remediesextension thereof.

Authorization. All corporate action on (a) Sellers have all requisite corporate, limited liability company or other entity power and authority to execute and deliver this Agreement and the part Ancillary Agreements to which Sellers are a party, as applicable, and to consummate the transactions contemplated hereby and thereby. The execution, delivery or performance of this Agreement and the Ancillary Agreements to which Sellers are a party by Sellers and the consummation of the Company transactions contemplated hereby and its officersthereby by Sellers have been duly authorized by all requisite corporate, directors and stockholders limited liability company or other entity power action of Sellers. No vote or approval of the holders of any class or series of capital stock of Sellers is necessary for the authorizationexecution, execution and delivery or performance by Sellers of this AgreementAgreement or the Ancillary Agreements to which Sellers are a party or the consummation by Sellers of the transactions contemplated hereby or thereby. This Agreement has been (and the execution, the delivery or performance of all obligations each of the Company Ancillary Agreements to which Sellers will be performed a party will be) duly and validly executed and delivered by it at or before the Closings hereunderSellers and constitutes (and each such Ancillary Agreement when so executed and delivered by Sellers will constitute) a valid, legal and binding agreement of Sellers (assuming that this Agreement has been, and the authorizationAncillary Agreements to which Sellers are a party will be, issuance (or reservation for issuanceduly and validly authorized, executed and delivered by the other Persons party thereto), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable against Sellers in accordance with its terms, except (i) as to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and moratorium or other laws of general application Laws affecting the enforcement of creditors' ’ rights generally generally. (b) Assuming the truth and accuracy of the representations and warranties of Buyer set forth in Section 3.2(b), no notices to, filings with or authorizations, registrations, declarations, consents or approvals of any Governmental Authority are necessary for the execution, delivery or performance by Sellers or any of their Controlled Affiliates of this Agreement or the Ancillary Agreements to which Sellers or any of their Controlled Affiliates are a party or the consummation by Sellers or their Controlled Affiliates of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act and (ii) as limited by laws and principles relating those the failure of which to obtain or make would not, individually or in the aggregate, be (or reasonably be expected to be) material to the availability of specific performanceBusiness, injunctive relieftaken as a whole, or other equitable remediesthat would reasonably be expected to prevent or materially delay or materially impair the consummation by Sellers of the transactions contemplated hereby.

Authorization. All corporate action on the part of the Company and Company, its officersdirectors, directors officers and stockholders necessary for the authorization, execution execution, delivery and delivery performance of this Agreement, the performance of all obligations of Rights Agreement, the Company to be performed by it at or before the Closings hereunder, Voting Agreement and the Co-Sale Agreement by the Company, the authorization, sale, issuance (or reservation for issuance), sale ) and delivery of the Notes Shares and Warrants being sold the Common Stock issuable upon conversion of the Shares and the performance of all of the Company's obligations hereunder and the Warrant Shares (as defined below) thereunder has been taken or will be taken prior to the Initial Closing. Each of this Agreement, including the authorization and reservation of Rights Agreement, the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder Voting Agreement and the Warrant Shares may require certain filings with, Co-Sale Agreement when each is executed and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment delivered by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as the indemnification provisions of Section 5.7 of the Rights Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratoriumprinciples of public policy, and other subject to laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to bankruptcy, insolvency and the availability relief of debtors and rules of law governing specific performance, injunctive relief, or relief of other equitable remedies. The Shares, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable, and will have the rights, preferences, privileges and restrictions described in the Restated Certificate. The Common Stock issuable upon conversion of the Shares has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the Restated Certificate will be duly and validly issued, fully paid and nonassessable. The issuance and delivery of the Shares and such Common Stock issuable upon conversion thereof, as applicable, is not subject to any preemptive or other similar rights or any liens or encumbrances or other restrictions on transfer that have not been waived or complied with; provided, however, that the Shares, and such Common Stock issuable upon conversion thereof, as applicable, may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or in the Rights Agreement.

Authorization. All (a) Glenayre has all necessary corporate power and authority to execute and deliver this Agreement and the Stockholders' Agreement (the "Glenayre Additional Agreement") and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery of this Agreement and the Glenayre Additional Agreement by Glenayre and the consummation by it of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Glenayre. This Agreement has been duly and validly executed and delivered by Glenayre and as of the Company Closing it will have duly executed and its officersdelivered the Glenayre Additional Agreement and, directors and stockholders necessary for assuming the due authorization, execution and delivery of this AgreementAgreement and the Glenayre Additional Agreement by Purchaser, the performance of all obligations of the Company to be performed by it at or before the Closings hereunderthis Agreement constitutes, and the authorizationGlenayre Additional Agreement when executed will constitute, issuance (or reservation for issuance)a legal, sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, Glenayre enforceable against it in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium, and other laws of general application moratorium or similar Laws affecting enforcement of creditors' rights generally and (ii) by such principles of equity as limited by laws and principles relating to may affect the availability of specific performance, injunctive relief, or other equitable remedies. (b) GTI has all necessary corporate power and authority to execute and deliver this Agreement and the Stockholders' Agreement and the Transition Services Agreement (the "GTI Additional Agreements") and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement and the GTI Additional Agreements by GTI and the consummation by it of the Transactions have been duly and validly authorized by all necessary corporate action on the part of GTI. This Agreement has been duly and validly executed and delivered by GTI and as of the Closing it will have executed and delivered and the GTI Additional Agreements and, assuming the due authorization, execution and delivery of this Agreement and the GTI Additional Agreements by Purchaser, this Agreement constitutes, and the GTI Additional Agreements when executed will constitute, a legal, valid and binding obligation of GTI enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights generally and by such principles of equity as may affect the availability of equitable remedies.

Authorization. All corporate action on the part of the Company and Company, its officers, directors and stockholders necessary for the authorization, execution execution, delivery and delivery performance by the Company of this Agreement, the performance of all obligations Agreement and each of the Company to be performed by it at or before the Closings hereunderExhibits hereto, and the consummation of the transactions contemplated herein and therein, and for the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder Shares and the Warrant shares of Common Stock issuable upon conversion of the Preferred Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes and each of the Exhibits hereto is a valid and legally binding obligation of the Company, enforceable in accordance with its respective terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors' rights generally and to general equitable principles. The execution, delivery and performance by the Company of this Agreement and each of the Exhibits hereto and compliance herewith and therewith and the issuance and sale of the Shares and the issuance of Common Stock upon conversion of the Preferred Shares will not (iia) result in any violation of and will not conflict with, or result in a breach of any of the terms of, or constitute a default under, the Company's Certificate of Incorporation or By-Laws, as limited amended, any mortgage, indenture, agreement, instrument, judgment, decree, order, rule or regulation or other restriction to which the Company is a party or by laws and principles relating which it is bound or any provision of state or Federal law to which the Company is subject, or (b) result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company pursuant to any such term or (c) result in the suspension, revocation, impairment, forfeiture or non-renewal of any permit, license, authorization or approval applicable to the availability Company's operations or any of specific performanceits assets or properties. The Shares, injunctive reliefwhen issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable; will be free of any liens or other equitable remediesencumbrances; and will have the rights, privileges and preferences as set forth in the Certificate of Incorporation. The shares of Common Stock issuable upon conversion of the Preferred Shares have been duly and validly reserved and are not subject to any preemptive rights or rights of first refusal and, upon issuance, will be validly issued, fully paid and nonassessable.

Authorization. All The execution, delivery and performance by Parent and each Merger Sub of this Agreement, and each Ancillary Agreement to which it is a party, and the consummation by Parent and each Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action or limited liability company action, as applicable, on the part of Parent and each Merger Sub and no other corporate or limited liability company proceedings on the Company part of Parent or any Merger Sub are necessary to authorize the execution, delivery and its officersperformance of this Agreement, directors any Ancillary Agreements to which it is a party or to consummate the Mergers and stockholders necessary for the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Mergers, to the receipt of the Parent Stockholder Approval. This Agreement has been duly executed and delivered by each of Parent and the Merger Subs, and (assuming due authorization, execution and delivery of this Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (ivother parties hereto) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a legal, valid and legally binding obligation of Parent and the Company, Merger Subs enforceable against Parent and each Merger Sub in accordance with its terms, except (i) as the enforceability hereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, and fraudulent conveyance or other similar laws of general application affecting the enforcement of creditors' ’ rights generally and (ii) as limited by laws and principles relating to the availability of specific performanceperformance and other equitable remedies or applicable equitable principles (whether considered in a proceeding at law or in equity). When each Ancillary Agreement to which Parent or any Merger Sub is or will be a party has been duly executed and delivered by Parent or such Merger Sub, injunctive reliefas applicable, (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement will constitute a legal and binding obligation of Parent and such Merger Sub enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and as limited by the availability of specific performance and other equitable remediesremedies or applicable equitable principles (whether considered in a proceeding at law or in equity).

Authorization. All (a) The Corporation has the requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents and to consummate the transactions contemplated hereby. The execution, delivery and performance of the Transaction Documents by the Corporation and the consummation by the Corporation of the Transactions, including the issuance of the Series C Preferred and the reservation for issuance and the issuance of the Conversion Stock issuable upon conversion of the Series C Preferred, have been duly authorized by the Board and, other than as described at the beginning of this Section 6.4, no further corporate action on the part of the Company Corporation is required in connection therewith. Except as disclosed on the Authorization and Consent Schedule or as otherwise specified in this Section 6.4, no filing, consent or authorization is required by the Corporation, the Board or its officersshareholders with respect to the transactions contemplated hereby. The Transaction Documents have been duly executed and delivered by the Corporation and constitute, directors and stockholders necessary for the authorizationand, upon execution and delivery of this Agreementthereof by the Corporation as contemplated herein, the performance of all will constitute, legal, valid and binding obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the CompanyCorporation, enforceable against the Corporation in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity, applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other liquidation or similar laws of general application relating to, or affecting generally, the enforcement of applicable creditors' ’ rights generally and (ii) remedies or as indemnification or contribution may be limited by the securities laws and principles public policy relating thereto. (b) The execution, delivery and performance of each Transaction Document to which the Corporation and/or any Subsidiary is a party and the consummation of all of the transactions contemplated hereby and thereby have been duly authorized by the Corporation and/or such Subsidiary, as the case may be, and, to the availability extent required under their respective applicable Governing Documents or otherwise, its shareholders, directors, partners, managers and/or members. Each Transaction Document to which the Corporation and/or any Subsidiary is a party has been duly executed and delivered by the Corporation and/or such Subsidiary and constitutes valid and binding obligations of specific performancethe Corporation and/or such Subsidiary, injunctive reliefas the case may be, or other equitable remediesenforceable in accordance with its respective terms.

Authorization. All action on the part of the Founders, and all corporate action on the part of the Company and Company, its officers, directors and stockholders shareholders necessary for the authorization, execution and delivery of this Agreement, the Investor Rights Agreement, the ROFR Agreement, the Voting Agreement and the Alliance Agreement (collectively, the "Ancillary Agreements"), the performance of all obligations of the Company to be performed by it at or before and the Closings hereunder, Founders hereunder and thereunder and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) Stock has been taken or will be taken prior to each of the Initial First Closing and the Second Closing, including the authorization and reservation this Agreement and each of the shares of Common Stock to be issued upon exercise of Ancillary Agreements, when executed and delivered by the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder Company and the Warrant Shares may require certain filings withFounders, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation obligations of the CompanyCompany and the Founders, enforceable against the Company and the Founders in accordance with its terms, their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors' creditor's rights generally and generally, (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Investor Rights Agreement may be limited by applicable federal or state securities laws or public policy considerations. The Stock, when issued, sold and delivered in compliance with the provisions of this Agreement, will be validly issued and will be fully paid and nonassessable and will have the rights, preferences and privileges described in the Series C Certificate of Designation. The Stock will be free of restrictions on transfer other than the restrictions on transfer under this Agreement, the Ancillary Agreements, and under the applicable state and federal securities laws. The shares issuable upon conversion of the Stock purchased under this Agreement have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Series C Certificate of Designation, will be validly issued, fully paid and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, the Ancillary Agreements, and under applicable securities laws.

Authorization. All requisite corporate or other action on the part of the Company Investor and its officersthe SPV, directors when formed, and their respective members, principals, partners, directors, officers and stockholders necessary required by applicable Law for the authorization, execution and delivery by the Investor and the SPV, when formed, of this Agreement, the Transaction Agreements to which they are a party and the performance of all of their obligations of under the Company Transaction Agreements to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closingwhich they are a party, including the authorization subscription for and reservation purchase of the shares of Common Stock to be issued upon exercise Securities by the Investor and the SPV, when formed, has or will have been taken as of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder First Closing Date and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement andSecond Closing Date, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals")applicable. This Agreement constitutes has been duly authorized, executed and delivered by the Investor and will be duly authorized, executed and delivered by the SPV, when formed, and, assuming due authorization, execution and delivery thereof by the other parties hereto, is and will be a valid and legally binding obligation of the CompanyInvestor and the SPV, when formed, enforceable against the Investor and the SPV, when formed, in accordance with its terms, terms (except as such enforceability may be limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and moratorium or other laws Laws of general application relating to or affecting enforcement of creditors' ’ rights generally and (ii) as limited by laws and principles relating to the availability rules of Law governing specific performance, injunctive relief, relief or other equitable remediesremedies and limitations of public policy). The Investor Agreement has been duly authorized by the Investor and will be by the SPV, when formed, and, assuming due authorization, execution and delivery thereof by the other parties thereto, upon the execution and delivery of the Investor Agreement by the Investor, will constitute valid and legally binding obligations of the Investor and by the SPV, when formed, as the case may be, enforceable against the Investor and the SPV, when formed, in accordance with their terms (except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general application relating to or affecting enforcement of creditors’ rights and (ii) rules of Law governing specific performance, injunctive relief or other equitable remedies and limitations of public policy).

Authorization. Each Warrantor has all requisite corporate power to execute and deliver this Agreement, to carry out and perform its obligations under this Agreement, to own, lease and operate its properties and to carry on its business as now conducted, and as proposed to be conducted. All corporate action on the part of the Company each Group Company, and its officers, directors and stockholders shareholders necessary for the authorization, execution and delivery of this Agreement, the Restated Articles, the Registration Rights Agreement, the Shareholders’ Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, each Warrantor hereunder and thereunder and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) Securities has been taken or will be taken prior to the Initial Closing, including and this Agreement, the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder Restated Articles and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall Related Agreements constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation obligations of the Companyeach Warrantor party hereto or thereto, enforceable against such Warrantor in accordance with its their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement the rights of creditors' rights generally and (ii) creditors generally, as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (ii) to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable securities laws. The Series B Shares, when issued in compliance with the provisions of this Agreement, will be duly authorized, validly issued and will be fully paid and non-assessable and will have the rights, preferences and privileges described in the Restated Articles. The Ordinary Shares issuable upon conversion of the Series B Shares have been duly authorized, duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the Restated Articles will be duly authorized, validly issued, fully paid and non-assessable. The Securities will be free of any liens, charges or encumbrances other than those created by or imposed upon the holders thereof through no action of any Warrantor, and the Securities will be free of restrictions on transfer, other than the restrictions on transfer under this Agreement and the Related Agreements or under applicable securities laws.

Authorization. All The Company has all necessary corporate action power and authority to execute and deliver this Agreement, the Yucaipa Investment Agreement, the Amended and Restated Stockholder Agreement and the Amended and Restated Yucaipa Stockholder Agreement (collectively, the “Ancillary Agreements”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Board of Directors has duly adopted resolutions at a meeting duly called and held (i) adopting, authorizing, approving and declaring this Agreement, the Ancillary Agreements, the classification of the Shares as Convertible Preferred Stock, the issuance of the Investor Shares at Closing, the reservation for issuance of the shares of Convertible Preferred Stock issued pursuant to Section 4 of the Convertible Preferred Articles Supplementary and the Underlying Securities and the other transactions contemplated hereby and by the Ancillary Agreements on the part terms and subject to the conditions set forth herein and therein advisable, fair to and in the best interest of the Company, (ii) adopting the Company By-Laws Amendment and the Convertible Preferred Articles Supplementary, (iii) directing that the proposal for the Conversion Stockholder Approval be submitted to a vote at a meeting of the stockholders of the Company and its officers, directors and (iv) recommending that the stockholders necessary of the Company adopt the proposal for the authorizationConversion Stockholder Approval. No “fair price,” “moratorium,” “control share acquisition,” “business combination,” or other similar anti-takeover provision under Maryland or Federal Laws, execution and delivery including Section 3-702 of the Maryland General Corporation Law, apply to this Agreement, the Offering and the other transactions contemplated hereby, and pursuant to the Company By-Laws Amendment, the Company will be exempt from the application of the Maryland Control Share Acquisition Act (Section 3-701, et seq. of the Maryland General Corporation Law) following the date thereof. The execution, delivery and performance of all obligations this Agreement and the Ancillary Agreements and the consummation by the Company of the Company to be performed by it at or before transactions contemplated hereby and thereby, including the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder Shares and the Warrant Shares (as defined below) has Underlying Securities, have been taken duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company or will be taken prior its material subsidiaries or vote of holders of any class or series of capital stock of the Company or its material subsidiaries is necessary to authorize this Agreement or the Initial ClosingAncillary Agreements or to consummate the transactions contemplated hereby and thereby, including the authorization and issuance (or reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"for issuance), except that (i) the issuance sale and delivery of the Warrants being sold hereunder Shares and the Warrant Shares may require certain filings withUnderlying Securities, other than the approval, to the extent and as required under the approval of, Nasdaq for the listing rules and regulations of the Warrant Shares; NYSE, of (ii1) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", when voting together with the Initial Warrant Sharescommon stock, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorizedpar value $1.00 per share, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company (“Common Stock”), becoming entitled to authorize an additional cast the full number of shares of Common Stock necessary to allow for votes on an as-converted basis and (2) the issuance of the Subsequent Warrant Shares will need to be takenfull amount Common Stock upon the exercise of conversion rights of the Shares, including the approval of such an amendment in each case by the Company's stockholders affirmative vote of holders of a majority of the votes present and entitled to vote at the filing stockholders’ meeting duly called, noticed and convened for such purpose, at which the total votes cast represent over 50% in interest of an instrument necessary to implement such an amendment all Voting Stock in accordance with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the NYSE rules for stockholder approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required “Conversion Stockholder Approvals"Approval”). This Agreement constitutes has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by each Investor and the Investors’ Representative) constitutes, and each Ancillary Agreement, when executed and delivered by the Company (assuming due authorization, execution and delivery by the other parties thereto), will constitute, a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriummoratorium and other similar Laws 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). The sale and issuance of the Shares at Closing are not, and other laws the issuance of general application affecting enforcement shares of creditors' Convertible Preferred Stock pursuant to Section 4 of the Convertible Preferred Articles Supplementary and the issuance of the Underlying Securities will not be, subject to any preemptive rights generally and (ii) as limited by laws and principles relating to the availability or rights of specific performance, injunctive relief, or other equitable remediesfirst offer.

Authorization. All (a) Southside has the corporate action on power and authority to enter into this Agreement and the part of Southside and Allegiant Voting Agreements, and to carry out its obligations under the Company Southside and its officersAllegiant Voting Agreements and, directors and stockholders necessary for subject to the authorization, execution and delivery approval of this Agreement, the Merger and the transactions contemplated thereby by the shareholders of Southside and the Regulatory Authorities, to carry out its obligations under this Agreement. The only shareholder vote required for Southside to approve this Agreement, the Merger and the transactions contemplated hereby and thereby is the affirmative vote of the holders of at least two-thirds of the outstanding shares of Southside Common Stock entitled to vote at a meeting called for such purpose. The execution, delivery and performance of all obligations this Agreement and the Southside and Allegiant Voting Agreements by Southside and the consummation by Southside of the Company transactions contemplated hereby and thereby in accordance with and subject to be performed by it at or before the Closings hereunder, terms of this Agreement and the authorization, issuance (or reservation for issuance), sale Southside and delivery Allegiant Voting Agreements have been duly authorized by the Board of Directors of Southside. Each of the Notes Southside and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior Allegiant Voting Agreements and, subject to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of Southside's shareholders and subject to the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number receipt of Subsequent Warrant Shares issuable upon exercise such approvals of the Subsequent Warrants exceeds the number Regulatory Authorities as may be required by statute or regulation, this Agreement, is a valid and binding obligation of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment Southside enforceable against Southside in accordance with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Companyits respective terms. Southside's Board of Directors and the Company's stockholders, including the holders has taken all actions so that none of the Series X Preferred Stock Rights, Article Twelve of Southside's Articles of Incorporation, Sections 351.407 and the holders 351.459 of the Series Y Preferred StockMissouri Statutes or any other Missouri antitakeover measure, whether pursuant to Southside's Articles of Incorporation or Bylaws, applicable Missouri law, or otherwise will apply to the Merger or this Agreement or the transactions contemplated hereby. (b) Neither the execution nor delivery nor performance by Southside of this Agreement or the Southside or Allegiant Voting Agreements, nor the consummation by Southside of the transactions contemplated hereby or thereby, nor compliance by Southside with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien upon any of the properties or assets of Southside or any of the Southside Subsidiaries under any of the terms, conditions or provisions of (x) its Articles of Incorporation, charter or By-Laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Southside or any of the Southside Subsidiaries is a party or by which it may be bound, or to which Southside or any of the Southside Subsidiaries or any of the properties or assets of Southside or any of the Southside Subsidiaries may be subject, or (ii) subject to compliance with the statutes and regulations referred to in subsection (c) of this Section 2.04, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Southside or any of the Southside Subsidiaries or any of their respective properties or assets. (c) Other than in connection or in compliance with the provisions of the Missouri Statute, the Securities Act of 1933, as amended, and the filing rules and regulations thereunder (collectively, the "Securities Act"), the Securities Exchange Act of an instrument necessary to implement such an amendment with 1934, as amended, and the Secretary of State rules and regulations thereunder (the "Exchange Act"), the securities or blue sky laws of the State various states or filings, consents, reviews, authorizations, approvals or exemptions required under the BHCA, the FDI Act or any required approvals of Delaware (any other Regulatory Authority, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any public body or authority is necessary for the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation consummation by Southside of the Company, enforceable in accordance with its terms, except (i) as limited transactions contemplated by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remediesthis Agreement.

Authorization. All Veeco has full corporate action power and authority to execute, deliver and perform this Merger Agreement and the Articles of Merger, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Merger Agreement, the Articles of Merger and all other documents and agreements to be delivered pursuant hereto and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Veeco, and no other corporate proceedings on the part of Veeco (other than the Company Required Veeco Stockholder Vote and its officersthe filing of the Articles of Merger) are necessary to authorize this Merger Agreement, directors the Articles of Merger and stockholders necessary for any such related documents or agreements or to consummate the transactions contemplated hereby. This Merger Agreement has been duly and validly executed and delivered by Veeco and the Articles of Merger, when executed at the Closing, will be duly and validly executed and delivered by Veeco. This Merger Agreement, assuming the due authorization, execution and delivery of this Agreement, the performance of all obligations by each of the Company to be performed by it at or before the Closings hereunderother parties hereto, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a legal, valid and legally binding obligation agreement of the CompanyVeeco, enforceable in accordance with its terms, and the Articles of Merger, when executed by Veeco at the Closing, assuming the due authorization, execution and delivery by each of the other parties thereto, will be legal, valid and binding agreements of Veeco, enforceable in accordance with their respective terms except (i) as may be limited by applicable bankruptcy, moratorium, insolvency, reorganization, moratorium, and fraudulent conveyance or other laws of general application Laws affecting the enforcement of creditors' rights generally and (ii) as limited or by laws and principles relating to the availability of specific performance, injunctive relief, or other general equitable remediesprinciples.

Authorization. All Parent and Merger Sub have all requisite corporate action power and authority to execute and deliver this Agreement and the Ancillary Agreements to be executed and delivered by Parent and Merger Sub pursuant hereto, subject to receipt of Parent Stockholder Approval, to consummate the transactions contemplated hereby and thereby and to perform their obligations hereunder and thereunder. The execution and delivery by Parent and Merger Sub of this Agreement and the Ancillary Agreements to which they are to be parties and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly approved by the board of directors of Parent and the board of directors and stockholder of Merger Sub. Subject to the receipt of the Parent Stockholder Approval, and except as otherwise set forth herein, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and the Company Ancillary Agreements to which they are to be parties and its officersthe transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and is, directors and stockholders necessary for the authorization, upon execution and delivery of this Agreement, the performance of all obligations of the Company Ancillary Agreements to be performed by it at or before the Closings hereunder, which Parent and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken Merger Sub are or will be taken prior to the Initial Closingparties, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares")such Ancillary Agreements will be, except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings withlegal, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation obligations of the CompanyParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its their terms, in each case, except (i) as such enforceability may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium, and reorganization or other similar laws of general application affecting enforcement of creditors' ’ rights generally and (iib) as limited the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The affirmative vote of not less than a majority of the votes cast by laws the holders of Parent Common Stock at the Parent Stockholder Meeting to approve the issuance of Parent Common Stock in connection with the Merger (the “Parent Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock of Parent or Merger Sub necessary to adopt this Agreement and principles relating to approve the availability Merger and the other Transactions, including the issuance of specific performance, injunctive relief, or other equitable remediesParent Common Stock in connection with the Merger.

Authorization. All (a) Other than the Merger Sub Shareholder’s Approval, Merger Sub has all requisite corporate action on the part power and authority to (a) enter into, execute, deliver and perform its obligations under this Agreement and each of the Company other Transaction Documents to which it is or will be a party, and (b) consummate the Transactions and perform all of its officers, directors obligations hereunder and stockholders necessary for the authorization, thereunder. The execution and delivery of this Agreement, Agreement and all other Transaction Documents to which Merger Sub is or will be a party and the performance of all its obligations thereunder and the consummation of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has Transactions have been taken or will be taken prior to the Initial Closing, including the authorization duly and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance validly authorized and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment approved by the Company's stockholders and directors of Merger Sub, subject to the filing of an instrument necessary to implement such an amendment the Plan of Merger with the Secretary Registrar of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation Companies of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals")Cayman Islands. This Agreement constitutes and the other Transaction Documents to which Merger Sub is or will be a party is, or when executed by the other parties thereto, will constitute a valid and legally binding obligation of the CompanyMerger Sub, enforceable against Merger Sub in accordance with its terms, except as subject to the Enforceability Exceptions. (b) The approval and authorization of the Transactions by Merger Sub’s shareholder is the only vote and approval of any holder of any Equity Securities of Merger Sub necessary in connection with execution by ▇▇▇▇▇▇ Sub of this Agreement and the other Transaction Documents to which Merger Sub is a party and the consummation of the Transactions. (c) On or prior to the date of this Agreement, the directors of Merger Sub have duly adopted resolutions (i) as limited by applicable bankruptcydetermining that this Agreement and the other Transaction Documents to which Merger Sub is a party (except for the Plan of Merger) and the Transactions are advisable and in the best interests of, insolvency▇▇▇▇▇▇ Sub and its shareholders, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited authorizing and approving the execution, delivery and performance by laws ▇▇▇▇▇▇ Sub of this Agreement and principles relating the other Transaction Documents (except for the Plan of Merger) to which ▇▇▇▇▇▇ Sub is a party and the availability Transactions, and (iii) directing that this Agreement, the Transaction Documents (except for the Plan of specific performance, injunctive relief, or other equitable remediesMerger) and the Transactions be submitted to Merger Sub’s shareholder for adoption.

Authorization. All corporate action on the part of the Company and Company, its officers, ------------- directors and stockholders necessary for the authorization, execution execution, delivery and delivery performance of this Agreement, the Restated Certificate, the Fourth Amended and Restated Rights Agreement in the form attached hereto as Exhibit C (the --------- "Rights Agreement"), the Third Amended and Restated Right of First Refusal and ----------------- Co-Sale Agreement in the form attached hereto as Exhibit D (the "Co-Sale --------- ------- Agreement"), the Voting Agreement and any other agreement, certificate, --------- instrument or documents to be executed and delivered in connection therewith or pursuant thereto (collectively, with the Rights Agreement, the Restated Certificate, the Co-Sale Agreement and the Voting Agreement, the "Related ------- Documents") by the Company, the authorization, sale, issuance and delivery of --------- the Shares (and the Common Stock issuable upon conversion of the Shares) and the performance of all of the Company's obligations under this Agreement and the Related Documents has been taken. This Agreement and the Related Documents when executed and delivered by the Company, shall constitute valid and binding obligations of the Company to enforceable against the Company in accordance with their terms. The Shares, when issued in compliance with the provisions of the Restated Certificate, will be performed by it at or before validly issued and will be fully paid and nonassessable and will have the Closings hereunderrights, preferences and privileges described in the Restated Certificate. The shares of Common Stock issuable upon conversion of the Shares have been duly and validly reserved and, when issued in compliance with the provisions of the Restated Certificate, will be validly issued, fully paid and nonassessable, and the authorizationShares and such Common Stock will be free of any liens or encumbrances other than those created by or imposed upon the holders thereof through no action of the Company; provided, however, that the Shares (and the Common Stock issuable upon conversion thereof) may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein. The Shares are not subject to any preemptive rights or rights of first refusal. No further corporate action on the part of the Company, its directors or its stockholders is necessary in connection with the issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued by the Company issuable upon exercise conversion of the Initial Warrant (Shares. The NorthPoint Communications, Inc. Detailed Shareholder List as of Wednesday, December 30,1998, setting forth the "Initial Warrant Shares"), except that (i) the issuance and delivery list of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing holders of the Warrant Shares; (ii) the issuance and delivery record of the Subsequent Warrants being sold hereunder and the all outstanding shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued capital stock and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation any other securities convertible or exchangeable into any capital stock of the Company, enforceable including, without limitation, any warrants or options to purchase Common Stock or any such securities, previously delivered to counsel for the Purchasers, is a true and accurate list of such record holders as of such date. The current officers and directors of the Company are as set forth in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws Section 3.4 of general application affecting enforcement the Schedule of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remediesExceptions.

Authorization. All corporate action on the part of the Company Purchaser and its officers, directors and stockholders necessary for the authorization, execution execution, delivery and performance of this Agreement and the Transactional Agreements by the Purchaser, the authorization, sale, issuance and delivery of this Agreementthe Stock Consideration, the Common Stock issuable upon conversion of the Stock Consideration, and the performance of all obligations of the Company to be performed by it at or before Purchaser’s obligations under the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) Transactional Agreements has been taken or will be taken prior to the Initial Closing. The Transactional Agreements, including when executed and delivered by the authorization Purchaser, shall constitute valid and reservation binding obligations of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the CompanyPurchaser, enforceable in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other subject to laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to bankruptcy, insolvency and the availability relief of debtors and rules of law governing specific performance, injunctive relief, relief or other equitable remedies, except that the indemnification provisions of Section 2.11 of the Amended Rights Agreement may further be limited by applicable federal or state securities laws. The Stock Consideration, when issued in compliance with the provisions of this Agreement, will be validly issued, will be fully paid and nonassessable, and will have the rights, preferences and privileges described in the Purchaser Charter Amendment; the Common Stock issuable upon conversion of the Stock Consideration has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the Purchaser Charter Amendment will be validly issued, and will be fully paid and nonassessable; and the Stock Consideration and the Common Stock issued upon conversion of the Stock Consideration will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the Seller; provided, however, that the Stock Consideration, and the Common Stock issuable upon conversion of the Stock Consideration, are subject to restrictions on transfer under state and/or federal securities laws as set forth herein and in the Amended Rights Agreement. Other than as set forth in the Amended Rights Agreement, the Stock Consideration and the Common Stock issuable upon conversion of the Stock Consideration are not subject to any preemptive rights or rights of first refusal.

Authorization. All (a) The Company has all requisite corporate power and authority, and has taken all corporate action necessary, to execute, deliver and perform this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors of the Company. No other proceedings on the part of the Company are necessary to authorize this Agreement and its officersthe transactions contemplated hereby, directors other than the Stockholder Approval. This Agreement has been duly executed and stockholders necessary for delivered by the Company and, assuming the due authorization, execution and delivery of this Agreementhereof by all other parties hereto, is the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable against it in accordance with its terms, except (i) as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other laws of general application affecting enforcement of creditors' rights generally and except insofar as the availability of equitable remedies may be limited by applicable law. (b) The affirmative vote of the holders of a majority of all Shares outstanding on the record date is the only votes necessary to be obtained from the holders of any class or series of the capital stock of the Company to approve this Agreement and the Merger (such affirmative vote, whether at a meeting of stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Company, shall herein be referred to as "Stockholder Approval"). (c) The board of directors of the Company has unanimously duly adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and are fair to and in the best interest of the Company's Stockholders, (ii) as limited approving this Agreement and the transactions contemplated hereby, including the Merger, which approval satisfies in full the requirements of the California Corporations Code that the Agreement be approved by laws the Company's board of directors, (iii) directing that this Agreement and principles relating the Merger be submitted to the availability stockholders for adoption and approval, and (iv) resolving to recommend approval and adoption of specific performance, injunctive relief, or other equitable remediesthis Agreement and approval of the Merger by the Company's Stockholders in connection with the Stockholder Consent.

Authorization. a) The previous Digital Download Sales Agreement between the Parties and having an Effective Date of May 14, 2003 is hereby deleted in its entirety and replaced with this Agreement. All corporate action on materials provided to Apple pursuant to such previous Agreement, including, without limitation, the part Audible Content and Cover Art, shall be subject to the terms and conditions of this Agreement. b) Subject to the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery terms of this Agreement, Audible hereby appoints Apple as a reseller of eContent. Accordingly, Audible hereby grants a limited, nontransferable, non-exclusive right to Apple during the performance of all obligations Term, for use solely in conjunction with the Online Store, to: i. convert Audible Content into eContent, ii. create clips of the Company Audible Content not to be performed by it at or before the Closings hereunderexceed five (5) minutes in length (“Clips”), and to make such Clips available by streaming or as a digital download which is not permanently saved to disk, for the authorizationpurpose of promoting the sale of eContent and the Online Store, iii. sell, issuance (and electronically fulfill and deliver eContent and associated meta data to purchasers solely via the Online Store in the applicable Territory, iv. subject to section 11 below, use Cover Art on and in connection with promotional materials for applicable eContent and the Online Store, and ***Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. v. electronically fulfill and deliver Cover Art for use in conjunction with the applicable purchased eContent. c) Apple shall not be authorized to exploit Audible Content, eContent, Clips, Content Files, or reservation Cover Art in any manner or form not expressly authorized herein. Nothing in this Agreement shall be construed to prevent Audible from marketing or selling Audible Content, eContent, Clips, Content Files, or Cover Art by any means. Audible hereby reserves all rights in and to Audible Content, eContent, Clips, Content Files, or Cover Art not otherwise expressly granted to Apple pursuant to this Agreement. Apple has no rights in the Audible Content, eContent, Clips, Content Files, or Cover Art other than as expressly provided for issuance)in this Agreement. d) Apple may edit, sale and delivery change or alter any of the Notes Audible Content or Cover Art, but Apple shall not use any such edited, changed or altered Audible Content or Cover Art in commerce without Audible’s prior written consent. e) Apple shall not pledge, mortgage or otherwise encumber the Audible Content , eContent, Clips, Content Files, or Cover Art. f) Apple shall not syndicate the sale of Audible Content, eContent, Clips, Content Files, or Cover Art with any third party. The Audible Content, eContent, Clips, Content Files, or Cover Art shall not be co-branded with Apple or any third party. Apple shall make the Audible Content, eContent, Clips, Content Files, or Cover Art available only via the Online Store. g) Apple and Warrants being sold hereunder Audible shall each assign senior executives in both content and technology that shall serve as each Party’s representative in managing the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date operational aspects of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remediesAgreement.

Authorization. All (a) Seller has all requisite corporate action on the part power and authority to execute and deliver this Agreement and each of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company other Transaction Documents to be performed executed by it at or before the Closings hereunder, Seller and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold to perform its obligations hereunder and thereunder and to consummate the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization transactions contemplated hereby and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals")thereby. This Agreement and each other Transaction Document to be executed by Seller has been duly authorized, executed and delivered by Seller and, assuming that this Agreement or such other Transaction Document has been duly and validly authorized, executed and delivered by Buyer or any other counter party thereto, constitutes a valid and legally binding obligation agreement of the CompanySeller, enforceable against Seller in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application Laws affecting the enforcement of creditors' ’ rights generally generally, by general equitable principles or by the discretion of any Governmental Authority before which any Action seeking enforcement may be brought (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) Each Equity Seller, Asset Seller and (ii) JV Seller will have, at the time it executes and delivers any Transaction Document, all requisite corporate or equivalent organizational power and authority to execute and deliver such Transaction Document to be executed by such Equity Seller, Asset Seller or JV Seller and to perform its obligations thereunder and to consummate the transactions contemplated thereby. Each Transaction Document to be executed by an Equity Seller, Asset Seller or JV Seller will, when so executed, have been duly authorized, executed and delivered by such Equity Seller, Asset Seller or JV Seller and, assuming that such Transaction Document has been duly and validly authorized, executed and delivered by Buyer or the other counterparty thereto, will constitute a valid and binding agreement of such Equity Seller, Asset Seller or JV Seller, enforceable against such Equity Seller, Asset Seller or JV Seller in accordance with its terms, except as limited by laws and Laws affecting the enforcement of creditors’ rights generally, by general equitable principles relating to or by the availability discretion of specific performance, injunctive relief, any Governmental Authority before which any Action seeking enforcement may be brought (regardless of whether enforcement is sought in a proceeding at Law or other equitable remediesin equity).

Authorization. All corporate (a) The Parent has all requisite power and authority to execute, deliver and perform this Agreement and the Additional Agreements to which it is or will be a party and to consummate the Transactions, subject to receipt of the Parent Shareholder Approval. The execution, delivery and performance by the Parent of this Agreement and the Additional Agreements to which it is or will be a party, and the consummation by the Parent of the Transactions have been duly authorized by all necessary action on the part of the Company and its officersParent subject to receipt of the Parent Shareholder Approval. This Agreement constitutes, directors and stockholders necessary for and, upon the authorization, execution and delivery of this Agreementthereof, each Additional Agreement to which the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken Parent is or will be taken prior to a party will constitute, a valid and legally binding agreement of Parent, enforceable against Parent in accordance with its terms. (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the Initial Closing, requisite vote of Parent’s Board of Directors (including the authorization transaction committee and reservation any other required committee or subgroup of the shares such board as of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend (i) declared the certificate of incorporation advisability of the Company to authorize an additional number of shares of Common Stock necessary to allow for Transactions, (ii) determined that the issuance Transactions are in the best interests of the Subsequent Warrant Shares will need to be takenParent Shareholders, including (iii) determined that the approval of Merger constitute a “Business Combination” as such an amendment by term is defined in the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; Parent Articles, and (iv) all corporate action necessary to effectuate the amendments recommended to the certificate of incorporation Parent Shareholders to adopt and approve each of the Company set forth on Exhibit F hereto will need to be taken, including Parent Proposals (the approval of such an amendment “Parent Board Recommendation”). (c) Approval by the Company's Board affirmative vote of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock requisite number of Parent Ordinary Shares under the Parent Articles and the Cayman Companies Act, present in person or by proxy and entitled to vote thereon, and who vote at the Parent Shareholder Meeting (assuming a quorum is present) required to approve the Required Parent Proposals, the Director Election Proposal, and the Equity Plan Proposal (the approval of all of the Required Parent Proposals, the Director Election Proposal, and the Equity Plan Proposal, collectively, the “Parent Shareholder Approval”) are the only votes of the holders of any of Parent Ordinary Shares necessary for Parent to adopt this Agreement and approve the Series Y Preferred Stock, Merger and the filing of an instrument necessary to implement such an amendment with the Secretary of State consummation of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remediesTransactions.

Authorization. All (a) The execution, delivery and performance by the Company of this Agreement and each other Transaction Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby are within the Company’s corporate powers and, subject to the Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. Upon the Company’s receipt of the Specified Drag-Along Sale Notice as contemplated in Section 5.24, (i) the Transaction will constitute a Drag-Along Sale, (ii) each Company Warrant will automatically, and its officerswithout any further act of the holder thereof, directors be converted immediately prior to Closing into the right to receive the amount that would have been payable had such Company Warrant been exercised immediately prior to the Closing and stockholders converted into the right to receive the Per Share Consideration pursuant to Section 2.03(a) minus the Cash Exercise Amount, and (iii) all Company Stockholders will be contractually obligated to waive, and refrain from exercising, any dissenters’ rights or rights of appraisal under Applicable Law with regard to the Transaction. The adoption of this Agreement and approval of the transactions contemplated by this Agreement by the holders of a majority of the voting power of the Company Common Shares (the “Company Stockholder Approval”) is the only approval of the holders of any of the Company’s capital stock necessary for in connection with the consummation of the Merger. Each Company Stockholder is party to, and bound by the terms of, the Stockholders Agreement. (b) The Company has duly executed and delivered this Agreement and each other Transaction Agreement as to which it is a party, and, assuming the due authorization, execution and delivery of this Agreement and the other Transaction Agreements by each of the other parties hereto and thereto, each of this Agreement and each other Transaction Agreement constitutes a valid and binding agreement of the Company, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the “Remedies Exception”). (c) At a meeting duly called and held on or prior to the date hereof, the members of the Company Board unanimously: (i) determined that this Agreement, the performance of all obligations other Transaction Agreements and the transactions contemplated hereby and thereby are fair to, advisable and in the best interests of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant SharesCompany Stockholders; (ii) approved, adopted and declared advisable this Agreement, the issuance and delivery of the Subsequent Warrants being sold hereunder Transaction Agreements and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares"transactions contemplated hereby and thereby, together in accordance with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i)DGCL; (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of directed that this Agreement and, as be submitted to a result, all corporate action necessary to amend the certificate of incorporation vote of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of DelawareStockholders; and (iv) all corporate action necessary to effectuate the amendments recommended to the certificate Company Stockholders approval of incorporation each of the matters requiring the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remediesApproval.

Authorization. The Company has all requisite corporate power and authority to enter into the Transaction Agreements and to carry out and perform its obligations under the terms of the Transaction Agreements, including the issuance and sale of the Securities and the issuance of the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (including Pre-Funded Warrants that may be issuable upon exercise of the Common Warrants, the “Pre-Funded Warrant Shares”) and of the Common Warrants (the “Common Warrant Shares” and together with the Pre-Funded Warrant Shares, the “Warrant Shares”). All corporate action on the part of the Company and Company, its officers, directors and stockholders necessary for the authorization of the Shares and the Warrant Shares, the authorization, execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated herein, including the issuance and sale of the Securities and the Warrant Shares, has been taken. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each Investor and that this Agreement constitutes the legal, valid and binding agreement of each Investor, this Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, Agreement and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery each of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriummoratorium 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). Upon its execution by the Company and the other parties thereto and assuming that it constitutes legal, valid and binding agreements of the other laws parties thereto, the Registration Rights Agreement will constitute a legal, valid and binding obligation of general application affecting enforcement of creditors' rights generally and (ii) the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws and principles 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). Any member of the availability Board of specific performance, injunctive relief, Directors who is an Investor or other equitable remediesan Affiliate of an Investor abstained from all votes of the Board of Directors (or any committee of the Board of Directors) pricing and approving the transactions contemplated by the Transaction Agreements.

Authorization. All The Company has full corporate action on the part of power and authority to execute, deliver and perform its obligations under this Agreement, and this Agreement has been duly authorized, executed and delivered by the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of is enforceable against the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratoriumfraudulent conveyances or transfer, and other moratorium or similar laws of general application affecting enforcement of creditors' ’ rights generally and subject to general principles of equity (ii) regardless of whether enforceability is considered in a proceeding in equity or at law); the Securities have been duly authorized and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly and validly created, alloted and issued as fully paid and non-assessable, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to the Securities; each of Enbridge Elephant Holdings, LLC, Enbridge Quail Holdings, LLC and Enbridge Parrot Holdings, LLC has full corporate power and authority to execute, deliver and perform its obligations under the Acquisition Agreement to which it is a party, and the Acquisition Agreements have been duly authorized, executed and delivered by Enbridge Elephant Holdings, LLC, Enbridge Quail Holdings, LLC and Enbridge Parrot Holdings, LLC, as applicable, and are enforceable against Enbridge Elephant Holdings, LLC, Enbridge Quail Holdings, LLC and Enbridge Parrot Holdings, LLC, as applicable, in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles relating to the availability of specific performance, injunctive relief, equity (regardless of whether enforceability is considered in a proceeding in equity or other equitable remedies.at law);

Authorization. All (a) UICI has the full corporate action on the part of the Company power and authority to enter into this Agreement and to perform its officers, directors and stockholders necessary for the authorization, obligations hereunder. The execution and delivery of this Agreement, Agreement and the performance by UICI of its obligations under this Agreement have been or will be duly and validly authorized and approved by all obligations requisite corporate action of UICI and no other acts or proceedings on its part are necessary to authorize the Company to be performed execution, delivery and performance of this Agreement or the transactions contemplated hereby. Assuming the due authorization and execution by it at or before the Closings hereunderBuyer, this Agreement constitutes, and the authorizationRelated Agreements to be delivered at Closing will constitute, issuance (or reservation for issuance)legal, sale valid and delivery binding obligations of the Notes UICI and Warrants being sold hereunder is and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other reorganization or similar laws of general application affecting in effect which affect the enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to equitable limitations on the availability of specific performance, injunctive relief, or other equitable remedies. (b) Each of Seller, SCS and RFC has the full power and authority to enter into this Agreement and the Related Agreements (to which such entity is a party) and to perform its respective obligations hereunder and thereunder. The execution and delivery of this Agreement and the Related Agreements and the performance by Seller, SCS and RFC of their respective obligations under this Agreement and the Related Agreements, as applicable, have been or will be duly and validly authorized and approved by all requisite action of such company or organization and no other acts or proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement or the Related Agreements or the transactions contemplated hereby and thereby. Assuming the due authorization and execution by Buyer and HCS, this Agreement constitutes, and the Related Agreements to be delivered at Closing will constitute, legal, valid and binding obligations of Seller, SCS and RFC (as applicable) and is and will be enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors' rights generally and by equitable limitations on the availability of specific remedies.

Authorization. All corporate action on (a) The Company and its Subsidiaries have all requisite corporate, limited liability company or other entity power and authority to execute and deliver this Agreement and the Ancillary Agreements to which the Company or any of its Subsidiaries is a party, as applicable, and to consummate the transactions contemplated hereby and thereby. Except with respect to the agreements to be negotiated and entered into as part of the Company and its officersSPAC Transaction (including the SPAC Definitive Agreements), directors and stockholders necessary for the authorizationexecution, execution performance and delivery of this AgreementAgreement and the Ancillary Agreements to which the Company or any of its Subsidiaries is (or will be) a party and the consummation of the transactions contemplated hereby and thereby by the Company or any of its Subsidiaries, the performance of as applicable, have been duly authorized by all obligations requisite corporate, limited liability company or other entity power action of the Company and/or any of its applicable Subsidiaries. This Agreement has been (and the execution, performance and delivery of each of the Ancillary Agreements to which the Company or any of its Subsidiaries will be performed a party will be) duly executed and delivered by it at the Company (and, in the case of the Ancillary Agreements, by the Company or before any of its applicable Subsidiaries) and constitutes (and each such Ancillary Agreement when so executed and delivered by the Closings hereunderCompany or the applicable Subsidiary of the Company will constitute) a valid, legal and binding agreement of the Company (and in the case of the Ancillary Agreements, the Company or any of its Subsidiaries party thereto) (assuming that this Agreement has been, and the authorizationAncillary Agreements to which the Company or any of its Subsidiaries is a party will be, issuance (or reservation for issuanceduly and validly authorized, executed and delivered by the other Persons party thereto), sale enforceable against the Company (and delivery in the case of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant SharesAncillary Agreements, the "Warrant Shares"Company or any of its Subsidiaries party thereto) requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and moratorium or other laws of general application Laws affecting the enforcement of creditors' ’ rights generally and (ii) as limited by laws and principles relating to that the availability of equitable remedies, including specific performance, injunctive reliefis subject to the discretion of the court before which any proceeding thereof may be brought. (b) Assuming the truth and accuracy of Carlyle’s representations and warranties contained in Section 3.2(b) and Investor’s representations and warranties contained in Section 4.2(b), no notices to, filings with or authorizations, registrations, declarations, consents or approvals of any Governmental Authority are necessary for the execution, delivery or performance by the Company or any of its Subsidiaries of this Agreement or the Ancillary Agreements to which the Company or any of its Subsidiaries is a party or the consummation by the Company or any of its Subsidiaries of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act and any other equitable remediesapplicable Competition Laws set forth on Section 5.2 of the Company Disclosure Letter, (ii) notices to, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. filings with or authorizations, registrations, declarations, consents or approvals of any Governmental Authority arising in connection with the SPAC Transaction or the identity of the SPAC or the investors participating in the PIPE Financing, and (iii) those the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole.

Authorization. All corporate action on the part of the Company and Company, its officers, directors and stockholders necessary for (i) the authorization, execution execution, delivery and delivery performance of this AgreementAgreement and the Investment Agreements by the Company, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and (ii) the authorization, sale, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder Shares and the Warrant Shares Conversion Stock and the performance of the Company’s obligations under this Agreement and the Investment Agreements (as defined belowiii) the filing of the Restated Certificate, has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder . This Agreement and the Warrant Shares may require certain filings withInvestment Agreements, when executed and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment delivered by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation obligations of the Company, enforceable in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other subject to laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to bankruptcy, insolvency and the availability relief of debtors and rules of law governing specific performance, injunctive relief, relief or other equitable remedies; provided, however, that the Company makes no representation as to the enforceability of the indemnification provisions contained in the Investor Rights Agreement. The Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable, and will have the rights, preferences, privileges and restrictions described in the Restated Certificate; the Conversion Stock has been duly and validly reserved and, when issued in compliance with the provisions of the Restated Certificate, will be validly issued, fully paid and nonassessable; and the Shares and the Conversion Stock will be free of any liens or encumbrances (assuming the Purchaser takes the Shares with no notice thereof) other than any liens or encumbrances created by or imposed upon the holders; provided, however, that the Shares and the Conversion Stock may be subject to restrictions on transfer under state or federal securities laws and restrictions set forth in the Investor Rights Agreement. Except as set forth in the Investment Agreements and Exhibit C, the issuance of the Shares is not subject to any preemptive rights or rights of first refusal. Based in part upon the representations of the Purchasers in this Agreement and subject to the provisions of Section 3.15 below, the Shares and the Conversion Stock will be issued in compliance with all applicable federal and state securities laws.

Authorization. All corporate (a) The Administrative Agent is authorized to take such action on the part behalf of each of the Company Lenders and its officers, directors to exercise all such powers as are hereunder and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations under any of the Company to be performed by it at or before the Closings hereunder, other Loan Documents and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior any related documents delegated to the Initial ClosingAdministrative Agent, together with such powers as are reasonably incident thereto, including the authorization and reservation authority, without the necessity of any notice to or further consent of the shares Lenders, from time to time to take any action with respect to any Pledged Collateral which may be necessary to perfect, maintain perfected or insure the priority of Common Stock the security interest in and liens upon the Pledged Collateral, provided, that no duties or responsibilities not expressly assumed herein or therein shall be implied to have been assumed by the Administrative Agent. (b) The LC Administrator shall act on behalf of the Tranche B Lenders with respect to any Several Letters of Credit issued by the Lenders and the documents associated therewith and shall have all of the benefit and immunities provided to the Administrative Agent in this Article 12 with respect to any acts taken or omissions suffered by the LC Administrator in connection with Several Letters of Credit issued or proposed to be issued upon exercise by the Tranche B Lenders and the application and agreements for letters of credit pertaining to the Several Letters of Credit as fully as if the term “Administrative Agent”, as used in this Article 12, included the LC Administrator with respect to such acts or omissions (c) The relationship between the Administrative Agent and each of the Initial Warrant (the "Initial Warrant Shares"), except Lenders is that (i) the issuance and delivery of an independent contractor. The use of the Warrants being sold hereunder term “Administrative Agent” is for convenience only and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock is used to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement anddescribe, as a resultform of convention, all corporate action necessary to amend the certificate of incorporation independent contractual relationship between the Administrative Agent and each of the Company Lenders. Nothing contained in this Reimbursement and Pledge Agreement nor the other Loan Documents shall be construed to authorize create an additional number agency, trust or other fiduciary relationship between the Administrative Agent and any of shares the Lenders. (d) As an independent contractor empowered by the Lenders to exercise certain rights and perform certain duties and responsibilities hereunder and under the other Loan Documents, the Administrative Agent is nevertheless a “representative” of Common Stock necessary to allow the Lenders, as that term is defined in Article 1 of the Uniform Commercial Code, for purposes of actions for the issuance benefit of the Subsequent Warrant Shares will need Lenders and the Administrative Agent with respect to be taken, including the approval of such an amendment all collateral security and guaranties contemplated by the Company's stockholders and Loan Documents. Such actions include the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation designation of the Company set forth Administrative Agent as “secured party”, “mortgagee” or the like on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, all financing statements and other laws of general application affecting enforcement of creditors' rights generally documents and (ii) as limited by laws and principles instruments, whether recorded or otherwise, relating to the availability attachment, perfection, priority or enforcement of specific performanceany security interests, injunctive reliefmortgages or deeds of trust in collateral security intended to secure the payment or performance of any of the Obligations, or other equitable remediesall for the benefit of the Lenders and the Administrative Agent.

Authorization. Each Warrantor has all requisite corporate power to execute and deliver this Agreement, to carry out and perform its obligations under this Agreement, to own, lease and operate its properties and to carry on its business as now conducted, and as proposed to be conducted. All corporate action on the part of the Company each Group Company, and its officers, directors and stockholders shareholders necessary for the authorization, execution and delivery of this Agreement, the Shareholders’ Agreement in the form attached hereto as Exhibit B (the “Shareholders’ Agreement”) and the Registration Rights Agreement in the form attached hereto as Exhibit C (the “Registration Rights Agreement”, together with the Restated Articles and the Shareholders’ Agreement, the “Related Agreements”), the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, each Warrantor hereunder and thereunder and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Series C Preferred Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder this Agreement and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall Related Agreements constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation obligations of the Companyeach Warrantor party hereto or thereto, enforceable against such Warrantor in accordance with its their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement the rights of creditors' rights generally and (ii) creditors generally, or as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (ii) to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable securities laws. The Series C Preferred Shares, when issued in compliance with the provisions of this Agreement, will be duly authorized, validly issued and will be fully paid and non-assessable and will have the rights, preferences and privileges described in the Restated Articles. The Ordinary Shares issuable upon conversion of the Series C Preferred Shares have been duly authorized, duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the Restated Articles will be duly authorized, validly issued, fully paid and non-assessable. The Series C Preferred Shares, and the Ordinary Shares issuable upon the conversion of the Series C Preferred Shares, will be free of any liens, charges or encumbrances other than those created by or imposed upon the holders thereof through no action of any Warrantor, and will be free of restrictions on transfer, other than the restrictions on transfer under this Agreement and the Related Agreements or under applicable securities laws.

Authorization. All (a) Each of Liberty and LI LLC has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement and the consummation by each of Liberty and LI LLC of the Transactions have been duly and validly authorized by all corporate action on the part of Liberty and LI LLC, including the Company adoption of this Agreement by the sole member of LI LLC, and its officers, directors and stockholders no other corporate proceedings on the part of Liberty or LI LLC are necessary for to authorize the authorization, execution and delivery of this AgreementAgreement or the consummation of the Transactions, other than, with respect to the Split-Off, the performance of all obligations affirmative vote of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery holders of a majority of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation outstanding aggregate voting power of the shares of Liberty Ventures Common Stock present in person or by proxy and entitled to be issued upon exercise of vote at the Initial Warrant Liberty Stockholders’ Meeting, voting together as a single class (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required “Liberty Stockholder Approvals"Approval”). This Agreement has been duly and validly executed and delivered by Liberty and LI LLC and, assuming the due execution and delivery by the Company, constitutes a the valid and legally binding obligation of the CompanyLiberty and LI LLC, enforceable against Liberty and LI LLC in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriumrehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law). (b) The Board of Directors of Liberty has (i) determined that this Agreement and the Transactions are advisable and fair to, and other laws in the best interests of, Liberty and the Liberty Ventures Stockholders, (ii) approved and declared advisable this Agreement and the Transactions, (iii) recommended that the Liberty Ventures Stockholders approve the Split-Off and (iv) directed that the Split-Off be submitted to the Liberty Ventures Stockholders for approval. (c) The sole member of general application affecting enforcement of creditors' rights generally LI LLC has (i) determined that this Agreement and the transactions contemplated hereby are advisable and fair to, and in the best interests of, LI LLC and (ii) as limited by laws approved and principles relating declared advisable this Agreement and the Transactions. (d) The Liberty Stockholder Approval is the only vote of the holders of any class or series of capital stock of Liberty necessary to consummate the availability of specific performance, injunctive relief, Transactions under applicable Law or other equitable remediesunder the Liberty Charter or Liberty Bylaws.

Authorization. All corporate action on Each of LGL, Acquisition Sub and Name Change Merger Sub has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the part of the Company and its officers, directors and stockholders necessary for the authorization, transactions contemplated hereby. The execution and delivery of this AgreementAgreement by LGL, Acquisition Sub and Name Change Merger Sub and the consummation by LGL, Acquisition Sub and Name Change Merger Sub of the transactions contemplated hereby have been duly and validly authorized have been duly authorized by the board of directors of LGL and, to the extent applicable, the performance transactions contemplated hereby and thereby have been approved by LGL, as the sole stockholder of all obligations of the Company to be performed by it at or before the Closings hereunderAcquisition Sub, and the authorizationboard of directors of Acquisition Sub and Name Change Merger Sub, issuance (respectively, and no other corporate proceedings on the part of LGL, Acquisition Sub and Name Change Merger Sub, respectively are necessary to authorize this Agreement or reservation to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by LGL, Acquisition Sub and Name Change Merger Sub. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which LGL, Acquisition Sub or Name Change Merger Sub is a party constitute the valid and legally binding obligations of LGL, Acquisition Sub and Name Change Merger Sub, respectively, enforceable against LGL, Acquisition Sub and Name Change Merger Sub, respectively, in accordance with their terms, except as may be limited by principles of equity or applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors generally. The execution, delivery and performance by LGL, Acquisition Sub and Name Change Merger Sub of this Agreement and the agreements provided for issuance)herein, sale and delivery the consummation by LGL, Acquisition Sub and Name Change Merger Sub of the Notes transactions contemplated hereby and Warrants being sold hereunder and thereby, will not, with or without the Warrant Shares (as defined below) has been taken giving of notice or will be taken prior to the Initial Closingpassage of time or both, including violate the authorization and reservation provisions of the shares Articles of Common Stock to be issued upon exercise Incorporation or Bylaws of LGL, the Initial Warrant (Articles of Incorporation or Bylaws of Acquisition Sub, or the "Initial Warrant Shares"), except that Articles of Incorporation or Bylaws of Name Change Merger Sub or (i) the issuance and delivery violate any judgment, decree, order or award of the Warrants being sold hereunder and the Warrant Shares may require certain filings withany court, and the approval of, Nasdaq for the listing of the Warrant Sharesgovernmental body or arbitrator; (ii) conflict with or result in the issuance and delivery breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the Subsequent Warrants being sold hereunder and creation of any lien, charge or encumbrance upon the shares properties or assets of Common Stock LGL, Acquisition Sub or Name Change Merger Sub pursuant to, any indenture, mortgage, deed of trust or other instrument or agreement to which LGL, Acquisition Sub or Name Change Merger Sub is a party or by which LGL, Acquisition Sub or Name Change Merger Sub or any of their respective properties is or may be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i)bound; or (iii) to LGL's, Acquisition Sub's or Name Change Merger Sub's Knowledge, violate the number provisions of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorizedany law, unissued and unreserved shares of Common Stock on the date of this Agreement andrule or regulation applicable to LGL, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its termsAcquisition Sub or Name Change Merger Sub, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating where such violation would not reasonably be expected to the availability of specific performance, injunctive relief, or other equitable remedieshave an Adverse Effect.

Authorization. All (i) The Company has the requisite corporate action on power and authority to enter into this Agreement and the part other Transaction Documents and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and its officersthe consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board. This Agreement has been, directors and stockholders necessary for (as of the Closing) the other Transaction Documents will be, duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreementby the Purchasers, the performance of all obligations is, and (as of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery Closing) each of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or other Transaction Documents will be taken prior to the Initial Closingbe, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, Company enforceable against the Company in accordance with its terms, terms (except (i) as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws similar Laws of general application applicability relating to or affecting enforcement creditors’ rights or by general equity principles). Other than the filing of creditors' rights generally the Certificate with the Secretary of State of the State of Delaware, no other corporate proceedings are necessary for the execution and delivery by the Company of this Agreement or the other Transaction Documents, the performance by it of its obligations hereunder or thereunder or the consummation by it of the transactions contemplated hereby or thereby. Prior to the Closing, all corporate action required to be taken by the Company and EEH for the execution and delivery of the Acquisition Agreement and the consummation of the transactions contemplated thereby shall have been taken. (ii) The Stockholder Approval has been obtained and a true, correct and complete copy of the Stockholder Approval has been delivered to each Purchaser. The Stockholder Approval is the only approval of the stockholders of the Company that is required, or that is otherwise necessary, for the Company and its applicable Affiliates to enter into this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby or thereby, including, without limitation, the conversion feature of the Preferred Stock and the issuance of the Class A Common Stock issuable upon conversion of the Preferred Stock. (iii) Neither the Company nor any Company Subsidiary is (A) in violation of any of the terms, conditions or provisions of the third amended and restated certificate of incorporation of the Company, as limited amended (the “Certificate of Incorporation”) or the amended and restated bylaws of the Company, as amended (the “Bylaws”), or the certificate of incorporation, charter, bylaws or other governing instrument of any Company Subsidiary (together with the Certificate of Incorporation and the Bylaws, the “Organizational Documents”), (B) in violation of any law, statute, ordinance, rule, regulation, permit, or franchise applicable to it or of any judgment, ruling, order, writ, injunction or decree of any Governmental Entity having jurisdiction over the Company or any Company Subsidiary or any of their any respective properties or assets or (C) in breach, default (or an event which, with notice or lapse of time or both, would constitute such a default) or violation in the performance of any obligation, agreement, covenant or condition contained in any note, bond, debenture, or any other evidence of indebtedness or in any agreement, indenture, lease or other agreement or instrument to which the Company or any Company Subsidiary is a party or by laws which the Company or any Company Subsidiary or any of their respective properties or assets are bound, which breach, default or violation in the case of clauses (B) or (C) would reasonably be expected to constitute a Company Material Adverse Effect. (iv) None of the issuance and principles relating sale by the Company of the Purchased Stock, or the Class A Common Stock issuable upon conversion thereof, the application of the proceeds thereof, the execution, delivery and performance by the Company of this Agreement or the other Transaction Documents, the consummation of the transactions contemplated hereby or thereby, and the execution, delivery and performance of the Acquisition Agreement (assuming the satisfaction of all conditions to closing set forth therein), nor compliance by the Company with any of the provisions hereof or thereof (including the conversion provisions of the Preferred Stock), will, subject only to the availability filing of specific performancethe Certificate with the Secretary of State of the State of Delaware and receipt of NYSE Listing Approval, injunctive relief(A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Lien upon any of the material properties or assets of the Company or any Company Subsidiary under (i) any of the terms, conditions or provisions of their respective Organizational Documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, loan agreement, lease, agreement or other equitable remediesinstrument or obligation to which the Company or any Company Subsidiary is a party or by which it may be bound, or to which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be subject, or (B) violate any law, statute, ordinance, rule, regulation, permit, franchise or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company Subsidiary or any of their respective properties or assets, except in the case of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (v) Other than the securities or blue sky laws of the various states, approval or expiration of applicable waiting periods under the HSR Act, the filing of the Certificate with the Secretary of State of the State of Delaware and receipt of NYSE Listing Approval, the filing of a registration statement by the Company with the SEC pursuant to the Securities Act, as required by the Registration Rights Agreement, no notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any court, regulatory or administrative agency or commission or other governmental or arbitral body or authority or instrumentality, whether federal, state, local or foreign, or any securities exchange or any applicable industry self-regulatory organization (each, a “Governmental Entity”), nor expiration or termination of any statutory waiting period, is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the other Transaction Documents.

Authorization. All corporate (a) Liberty, Scotia Capital, and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that Scotia Capital shall act as its Purchaser Agent, has appointed Scotia Capital as its Purchaser Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Purchaser Agent by the part of terms hereof, together with such powers as are reasonably incidental thereto. (b) PNC, and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that PNC shall act as its Purchaser Agent, has appointed PNC as its Purchaser Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Purchaser Agent by the Company terms hereof, together with such powers as are reasonably incidental thereto. (c) Gotham, MUFG, and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that MUFG shall act as its officersPurchaser Agent, directors has appointed MUFG as its Purchaser Agent to take such action as agent on its behalf and stockholders necessary to exercise such powers under this Agreement as are delegated to such Purchaser Agent by the terms hereof, together with such powers as are reasonably incidental thereto. (d) Truist and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that Truist shall act as its Purchaser Agent, has appointed Truist as its Purchaser Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Purchaser Agent by the terms hereof, together with such powers as are reasonably incidental thereto. (e) GTA, Reliant, TD and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that TD shall act as its Purchaser Agent, has appointed TD as its Purchaser Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Purchaser Agent by the terms hereof, together with such powers as are reasonably incidental thereto. (f) Regions and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that Regions shall act as its Purchaser Agent, has appointed Regions as its Purchaser Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Purchaser Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for the authorizationby this Agreement (including, execution and delivery without limitation, enforcement of this Agreement), a Purchaser Agent shall not be required to Affiliates and any Person who may do business with or own securities of the Seller, the performance Collection Agent, the Banks, the Originator or any Obligor or any of their respective Affiliates, all obligations of the Company as if such Purchaser Agent were not a Purchaser Agent and without any duty to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior account therefor to the Initial Closing, including Investors or the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, Banks. If any Purchaser Agent is removed as a resultPurchaser Agent, all corporate action necessary to amend such removal will not affect the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval rights and interests of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes Purchaser Agent as a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remediesBank.

Authorization. All Each Seller Party has, or will have prior to when the applicable Transaction Document is executed and delivered, all requisite corporate or organizational (as the case may be) power and authority to execute, deliver and perform the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby (including the Pre-Closing Restructuring). The execution, delivery and performance by each Seller Party of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby are (or will be prior to execution) within such Seller Party’s organizational powers and have been (or will be prior to execution) duly authorized by all necessary corporate or organizational action or proceeding on the part of such Seller Party (including on the Company part of each such Seller Party’s board of directors or similar governing body, if applicable), and its officersno other corporate or organizational action or proceeding (including the adoption, directors approval or authorization of this Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated hereby and stockholders thereby) on the part of Seller is necessary for to authorize the authorizationexecution, delivery or performance by Seller of the Transaction Documents to which it is a party or to consummate the transactions contemplated hereby and thereby (including the Pre-Closing Restructuring). This Agreement has been duly and validly executed and delivered by Seller and (assuming the due and valid execution and delivery of this AgreementAgreement by Buyer) constitutes a legal, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, valid and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval binding agreement of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the CompanySeller Party, enforceable against such Seller Party in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other laws of general application similar Laws affecting enforcement of creditors' ’ rights and remedies generally and (ii) as limited to general principles of equity. Each other Transaction Document to which it is or will be a party shall be duly and validly executed and delivered by laws and principles relating each Seller Party at or prior to the availability Closing and, upon such execution and delivery by such Seller Party and the due and valid execution and delivery of specific performancesuch Transaction Document by each other party thereto, injunctive reliefshall constitute a legal, or other equitable remediesvalid and binding obligation of such Seller Party enforceable against such Seller Party in accordance with its terms, subject to applicable bankruptcy insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and to general principles of equity.

Authorization. All corporate action on required to be taken by the part Company’s Board of Directors and stockholders in order to authorize the Company to enter into this Agreement and its officersa Registration Rights Agreement, directors substantially in the form attached hereto as Exhibit B, pursuant to which, among other things, the Company will agree to provide certain registration rights with respect to the Conversion Shares under the Securities Act of 1933, as amended (the “Securities Act”) and stockholders necessary for the authorization, execution rules and delivery of regulations promulgated thereunder and applicable state securities laws (the “Registration Rights Agreement”) and to issue the Notes (together with this Agreement and the Registration Rights Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below“Transaction Agreements”) has been taken or will be taken prior to the Initial Closing, including Effective Date. All action on the authorization and reservation part of the shares of Common Stock to be issued upon exercise officers of the Initial Warrant (Company necessary for the "Initial Warrant Shares"), except that (i) the issuance execution and delivery of the Warrants being sold hereunder Transaction Agreements and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing performance of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation obligations of the Company to authorize an additional number of shares of Common Stock necessary to allow for under the issuance of the Subsequent Warrant Shares will need Transaction Agreements to be takenperformed as of each Closing has been taken or will be taken prior to the Effective Date. The Transaction Agreements, including the approval of such an amendment when executed and delivered by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors' ’ rights generally and generally, or (iib) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remedies. The Conversion Shares, when issued in accordance with the provisions of this Agreement and the Notes, will be validly issued, fully paid and nonassessable and free of any liens or encumbrances. The Notes, when issued in accordance with the provisions of this Agreement, (i) will not violate any preemptive rights or rights of first refusal, and (ii) will be issued in compliance with all applicable federal and state securities laws; provided, however, that the Notes may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time such transfer is proposed.

Authorization. All (a) Parent, Merger Sub and Merger Sub II have all requisite corporate action on or limited liability company power and authority, as applicable, to execute and deliver this Agreement and the part of Ancillary Agreements to be executed and delivered by Parent, Merger Sub and Merger Sub II pursuant hereto, to consummate the Company transactions contemplated hereby and its officers, directors thereby and stockholders necessary for the authorization, to perform their obligations hereunder and thereunder. The execution and delivery of this Agreement, the performance of all obligations Ancillary Agreements and the consummation of the Company transactions contemplated hereby and thereby have been duly and validly authorized by Parent’s board of directors. Except for the filing of the First Certificate of Merger and the Second Certificate of Merger with the Delaware Secretary of State, no other corporate or limited liability company proceedings on the part of Parent, Merger Sub or Merger Sub II are necessary to authorize this Agreement and the Ancillary Agreements to which they are to be performed parties and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by it at or before the Closings hereundereach of Parent, Merger Sub and Merger Sub II and is, and the authorization, issuance (or reservation for issuance), sale upon execution and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken Ancillary Agreements to which Parent, Merger Sub and/or Merger Sub II are or will be taken prior to the Initial Closingparties, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval each of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto Ancillary Agreements will need to be takenbe, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholderslegal, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation obligations of the CompanyParent, Merger Sub and/or Merger Sub II enforceable against Parent, Merger Sub and/or Merger Sub II in accordance with its their terms, in each case, except (i) as such enforceability may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium, and reorganization or other similar laws of general application affecting enforcement of creditors' ’ rights generally and (iib) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. (b) The managing member of Merger Sub (in its capacity as limited managing member), by laws and principles relating written consent duly adopted prior to the availability date hereof, has resolved (x) that this Agreement and the Ancillary Agreements and the consummation of specific performancethe First Merger and the other transactions contemplated hereby and thereby are fair to and in the best interests of Merger Sub and the sole member of Merger Sub, injunctive relief(y) approved and declared advisable this Agreement, or the Ancillary Agreements and the First Merger and the other equitable remediestransactions contemplated hereby and thereby, on the terms and subject to the conditions set forth herein, in accordance with the requirements of Delaware Law, and (z) submitted this Agreement for adoption by the sole member of Merger Sub (in its capacity as member). The sole member of Merger Sub (in its capacity as member) has duly approved and adopted this Agreement and the First Merger. (c) The managing member of Merger Sub II (in its capacity as managing member), by written consent duly adopted prior to the date hereof, has resolved (x) that this Agreement and the Ancillary Agreements and the consummation of the Second Merger and the other transactions contemplated hereby and thereby are fair to and in the best interests of Merger Sub II and the sole member of Merger Sub II, (y) approved and declared advisable this Agreement, the Ancillary Agreements and the Second Merger and the other transactions contemplated hereby and thereby, on the terms and subject to the conditions set forth herein, in accordance with the requirements of Delaware Law, and (z) submitted this Agreement for adoption by the sole member of Merger Sub II (in its capacity as member). The sole member of Merger Sub II (in its capacity as member) has duly approved and adopted this Agreement and the Second Merger.

Authorization. All corporate action 17.1.1 With effect from Delivery, Sublessor authorizes Sublessee to exercise such rights as Sublessor may have in relation to any warranty with respect to the Aircraft, any Engine or any Part made by any manufacturer, vendor, subcontractor, maintenance facility or supplier subject to Sublessee notifying Sublessor in writing of any warranty claim of a material nature and keeping Sublessor continuously informed of the development of such warranty claim. To the extent that the same may not be available to Sublessee, Sublessor agrees to, at the sole cost and expense of Sublessee, enforce such rights as Sublessor may have with respect thereto for the benefit of Sublessee. Sublessor shall also have the right, rather than enforcing or making such claim on behalf of Sublessee under such warranties, to appoint Sublessee as its agent for such purpose, and in such instance, Sublessee agrees to accept such appointment and make such claims and enforce such warranties at its sole cost and expense. This authorization shall cease on the part Expiry Date. Sublessee shall not be entitled to exercise its authorization hereunder while a Default is continuing (during which time all such rights shall revert to Sublessor and Sublessor hereby agrees to exercise and enforce such rights during such period). 17.1.2 Sublessee shall give Sublessor prompt written notice of any warranty claim that is settled with Sublessee on the basis of a total or partial cash payment. Any cash payments shall be applied to remedy the defect subject to such warranty claim unless Sublessor otherwise consents in writing. Any cash payments to Sublessee in respect of warranty claims that (either with Sublessor's written consent or because the defect can not be remedied) are not applied to the repair or remedy of defects in the Aircraft or to compensate Sublessee for the costs incurred for any such repair or remedy, and which are not in respect of compensation for loss of use of the Company and its officersAircraft, directors and stockholders necessary an Engine or Part during the Sublease Term due to a defect covered by such warranty, shall be for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the CompanySublessor's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remediesaccount.

Authorization. All corporate action on (a) The Collateral Trustee and each agent thereof are expressly authorized and directed to exercise all rights, powers and remedies under the part Security Documents in accordance with the instructions set forth in each Act of Guaranteed Debtholders delivered to the Company and its officers, directors and stockholders necessary for Collateral Trustee from time to time in accordance with the authorization, execution and delivery terms of this Agreement, but the performance of all obligations foregoing shall not authorize the Collateral Trustee to deviate from the terms of the Company to be performed Security Documents. The Grantors and, by it at or before accepting the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date benefits of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be takenother Security Documents, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock Guaranteed Obligations, expressly acknowledge and agree that such instructions set forth in an Act of Guaranteed Debtholders may include the holders exercise and enforcement of rights, powers and remedies under the Security Documents upon the occurrence and during the continuance of a Default prior to the Collateral Trustee’s receipt of a Notice of Default. If the Collateral Trustee at any time receives a Notice of Default, it shall promptly deliver written notice thereof to the Company and each Secured Debt Representative and shall await direction or instruction, and shall act or decline to act, as directed in an Act of Guaranteed Debtholders in accordance with the Security Documents. The Collateral Trustee shall be entitled to assume conclusively that no Default has occurred and is continuing until it receives a written notice of such. (b) If the Default, which was the basis for the giving of a Notice of Default, shall be cured or waived in accordance with the terms of the Series Y Preferred Stockapplicable Secured Debt Documents, the Secured Debt Representatives which gave such Notice of Default shall promptly notify the Collateral Trustee in writing of such cure or waiver, and upon receipt of such written notice of a cure or waiver by the filing Collateral Trustee (i) such Notice of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses Default shall be deemed withdrawn, and (ii)) any direction to the Collateral Trustee to take any action in connection with such Notice of Default shall be deemed immediately rescinded. If, in connection solely with such withdrawn Notice of Default, the Collateral Trustee shall have been directed to take any action, and shall have commenced taking, but shall not have completed, such action, the Collateral Trustee shall promptly terminate such action. (iiic) During a Default Period, the Collateral Trustee shall not be required to take any foreclosure action on any Liens on Collateral that is real property unless and (iv) of this sentence shall constitute until it receives, at the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation expense of the Company, enforceable in accordance with its termscurrent updates to all existing Phase I Environmental Site Assessments, except (i) as limited by applicable bankruptcyif available, insolvency, reorganization, moratoriumor new Phase I Environmental Site Assessments, and other laws such additional studies, reports and due diligence as Collateral Trustee may reasonably request. Further, during a Default Period, prior to taking any foreclosure action under Section 4.01(a), the Collateral Trustee may, as a condition to taking any such foreclosure action, require the receipt of general application affecting enforcement of creditors' rights generally and (ii) as limited the security or indemnity requested by laws and principles relating it pursuant to the availability of specific performance, injunctive relief, or other equitable remediesSection 7.05(d).

Authorization. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this (i) The Agreement, the performance of all obligations of Notes, the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery Common Stock issuable upon conversion of the Notes and Warrants being sold hereunder (the “Conversion Shares”) and the Warrant Shares (as defined below) has Warrants have been taken or will be taken prior to duly authorized by the Initial Closing, including the authorization and reservation Board of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval Directors of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) . The Agreement, the number of Subsequent Warrant Shares issuable upon exercise of Notes and the Subsequent Warrants exceeds the number of authorizedWarrants, unissued when executed and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment delivered by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors' ’ rights generally generally, and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remedies. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the execution and delivery of, and the consummation of the transactions contemplated by the Agreement, the performance of all obligations of the Company under the Agreement, the Notes and the Warrants has been taken or will be taken on or prior to the Closing. Notwithstanding the foregoing, in connection with the exercise of the Warrants and conversion of such Warrants into Common Stock, the Company has not obtained the necessary corporate approvals for the authorization of any of the securities issued in the Next Private Financing (as defined in the Warrants) or the Common Stock issuable upon conversion of the Warrants. As of the Closing, the Amended and Restated Certificate of Incorporation shall be in the form attached hereto as Exhibit G. (ii) The Conversion Shares, when issued in compliance with the provisions of the Notes, will be validly issued, fully paid and nonassessable and will be free of any liens or encumbrances known to, or caused or created by, the Company; provided, however, that the Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein, as may be required by changes in such laws and as contemplated by the Purchase Agreement, Rights Agreement and Notes. (iii) Except as set forth herein or in the Rights Agreement, no entity has any right of first refusal or any preemptive rights in connection with the issuance of the Notes, the Conversion Shares, the Warrants or capital stock issued upon exercise thereof or any future issuances of securities by the Company.

Authorization. All corporate (a) Liberty, Scotia Capital, and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that Scotia Capital shall act as its Purchaser Agent, has appointed Scotia Capital as its Purchaser Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Purchaser Agent by the part of terms hereof, together with such powers as are reasonably incidental thereto. (b) PNC, and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that PNC shall act as its Purchaser Agent, has appointed PNC as its Purchaser Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Purchaser Agent by the Company terms hereof, together with such powers as are reasonably incidental thereto. (c) Gotham, MUFG, and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that MUFG shall act as its officersPurchaser Agent, directors has appointed MUFG as its Purchaser Agent to take such action as agent on its behalf and stockholders necessary to exercise such powers under this Agreement as are delegated to such Purchaser Agent by the terms hereof, together with such powers as are reasonably incidental thereto. (d) Truist and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that Truist shall act as its Purchaser Agent, has appointed Truist as its Purchaser Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Purchaser Agent by the terms hereof, together with such powers as are reasonably incidental thereto. (e) GTA, TD and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that TD shall act as its Purchaser Agent, has appointed TD as its Purchaser Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Purchaser Agent by the terms hereof, together with such powers as are reasonably incidental thereto. (f) Regions and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that Regions shall act as its Purchaser Agent, has appointed Regions as its Purchaser Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Purchaser Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for the authorizationby this Agreement (including, execution and delivery without limitation, enforcement of this Agreement), a Purchaser Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the performance of all obligations instructions of the Company to be performed by it at or before the Closings hereundermajority of its Related Banks, and the authorizationsuch instructions shall be binding upon all of its related Investors and Banks; provided, issuance (however, that such Purchaser Agent shall not be required to take any action which exposes such Purchaser Agent to personal liability or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior which is contrary to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by or applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remedieslaw.

Authorization. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, The execution and delivery of this Agreementeach of the Financing Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the performance of all obligations issuance of the Company to be performed by it at or before Note, the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Existing Warrants being sold hereunder and CDIs, the Warrant Shares (as defined below) has been taken or will be taken prior to issuance of the Initial ClosingWarrant, including the authorization and reservation of the shares of Common Stock to be issued underlying the CDIs issuable upon exercise conversion of the Initial Warrant Note (the "Initial Warrant Shares"“Conversion CDIs”), except that (i) the issuance and delivery reservation of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of underlying the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares CDIs issuable upon exercise of the Subsequent Warrants exceeds Warrant (the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement “Warrant CDIs” and, as a resulttogether with the Note, all corporate action necessary to amend the certificate of incorporation of Existing Warrants CDIs, the Company to authorize an additional number of shares of Warrant, the Conversion CDIs and the Common Stock necessary to allow for Stock, “Securities”) and the issuance of the Subsequent Conversion CDIs and the Warrant Shares will need to be takenCDIs, including the approval of such an amendment was duly authorized by the Company's stockholders ’s board of directors. Other than those consents and authorizations obtained by the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments Company prior to the certificate of incorporation date hereof that are in full force and effect on the Closing Date and except for any required stockholder approval of the Company as set forth on Exhibit F hereto will need to be takenin Section 2(c) of the Note and in this Agreement, including the approval of such an amendment no further consent or authorization is required by the Company's Board , its board of Directors and the Company's directors or its stockholders, including the holders . Each of the Series X Preferred Stock and Financing Documents has been (or in the holders case of the Series Y Preferred StockWarrant, will be) duly executed and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of delivered by the Company, and constitutes the legal, valid and binding obligations of the Company enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other subject to laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to equitable principles, bankruptcy, insolvency and the availability relief of specific performancedebtors. Upon conversion of the Note into Conversion CDIs in accordance with the provisions of this Agreement and the Note, injunctive reliefthe Conversion CDIs will be validly issued, fully paid and nonassessable and free of any liens or encumbrances (other equitable remediesthan as set out in Section 2(f) of the Note). Upon the exercise of the Warrant in accordance with the provisions of this Agreement and the Warrant, the Warrant CDIs will be validly issued, fully paid and nonassessable and free of any liens or encumbrances (other than as set out in Section 5(b) of the Warrant). Upon exercise of the Existing Warrants, the Existing Warrants CDIs will be validly issued, fully paid and nonassessable and free of any liens or encumbrances (other than as set out in clause 5(b) of the Existing Warrants). The issuance of the Note (and the Conversion CDIs), the Warrant (and the Warrant CDIs), and the Existing Warrants CDIs pursuant to the provisions of this Agreement will not give rise to any preemptive rights or rights of first refusal granted by the Company, and the Note (and the Conversion CDIs), the Warrant (and the Warrant CDIs) and the Existing Warrants CDIs will be issued in compliance with all applicable federal and state securities laws, and will be free of any liens or encumbrances; provided, however, that the Note and the Warrant (and the underlying securities) may be subject to restrictions on transfer as set out in the Financing Documents or under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time the transfer is proposed. The issuance and sale of the Note (and the Conversion CDIs), the Warrant (and the Warrant CDIs) and the Existing Warrants CDIs do not and will not cause any dilution adjustment in any existing securities of the Company, and the Purchaser hereby waives any dilution adjustment that might otherwise result from the issuance and sale of the Note (and the Conversion CDIs) or the Warrant (and the Warrant CDIs) or the issuance of the Existing Warrants CDIs pursuant to the terms of any existing security held by the Purchaser.

Authorization. All (a) The execution, delivery and performance by Parent and Merger Sub of this Agreement, and each Ancillary Agreement to which Parent or Merger Sub is a party, and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub and no other corporate proceedings on the Company part of Parent or Merger Sub are necessary to authorize the execution, delivery and its officersperformance of this Agreement, directors any Ancillary Agreements to which it is a party or to consummate the Merger and stockholders necessary for the other transactions contemplated hereby and thereby, subject only, in the case of consummation of the Merger, to the receipt of the Parent Stockholder Approval. This Agreement has been, and each Ancillary Agreement to which Parent or Merger Sub is a party will be, duly and validly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreementby the other parties hereto and thereto, constitute, or will constitute, the performance valid and binding obligation of all obligations Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with their respective terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) The board of directors of Parent and the Merger Sub (including any required committee or subgroup of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery board of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined belowdirectors of each such Person) has been taken or will be taken prior to unanimously (a) approved and declared the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date advisability of this Agreement and, as a result, all corporate action necessary to amend and the certificate of incorporation Ancillary Agreements and the consummation of the Company to authorize an additional number of shares of Common Stock necessary to allow for transactions contemplated hereby and thereby, and (b) determined that the issuance consummation of the Subsequent Warrant Shares will need to be taken, including transactions contemplated hereby and thereby are in the approval best interests of such an amendment by the Company's stockholders Parent and Merger Sub and the filing stockholders of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; Parent and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remediesMerger Sub.

Authorization. All corporate action on the part Each of the Company Principal Shareholders hereby authorizes, and its officers, directors and stockholders necessary for the authorization, execution and delivery by approval of this AgreementAgreement pursuant to the Company Shareholder Approval, each Common Equity Holder shall thereby, authorize the performance Shareholders’ Representative to: (i) Receive all notices or documents given or to be given to the Shareholders’ Representative pursuant to this Agreement and the other Transaction Documents and to receive and accept service of legal process in connection with any suit or proceeding arising under this Agreement and the other Transaction Documents; (ii) Engage counsel and such accountants and other advisors and incur such other expenses in connection with this Agreement and the other Transaction Documents as the Shareholders’ Representative may in its sole discretion deem appropriate; and (iii) After the Effective Time, take such action as the Shareholders’ Representative may in its sole discretion deem appropriate in respect of: (A) waiving any inaccuracies in the representations or warranties of Parent or Merger Sub contained in this Agreement and the other Transaction Documents; (B) taking such other action as the Shareholders’ Representative is authorized to take under this Agreement and the other Transaction Documents; (C) receiving all obligations documents or certificates and making all determinations, in its capacity as Shareholders’ Representative, required under this Agreement and the other Transaction Documents; and (D) all such actions as may be necessary to carry out any of the Company to be performed transactions contemplated by it at or before the Closings hereunder, this Agreement and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closingother Transaction Documents, including the authorization defense and/or settlement of any claims for which indemnification is sought pursuant to this Article X, the determination of all matters under Article II and reservation any waiver of any obligation of Parent or the Surviving Corporation. The parties’ intent is that the Shareholders’ Representative will act in the best interest of the shares of Common Stock to be issued upon exercise Equity Holders, as if appointed by each of the Initial Warrant (Common Equity Holders as their personal representative. Notwithstanding the "Initial Warrant Shares")foregoing, except that (i) or any provision herein to the issuance and delivery contrary, the Shareholders’ Representative is not an agent of the Warrants being sold hereunder Common Equity Holders and shall have no duties to the Common Equity Holders or liability to the Common Equity Holders with respect to any action taken, decision made or instruction given by the Shareholders’ Representative in connection with this Agreement and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remediesTransaction Documents.

Authorization. All (a) Each of the Sellers has the requisite corporate or similar power and authority to execute and deliver the Original Asset Purchase Agreement and the Seller Ancillary Documents (to the extent it is a party thereto) and to perform its obligations under the Original Asset Purchase Agreement and thereunder and to consummate the transactions contemplated under the Original Asset Purchase Agreement and the Seller Ancillary Documents. The execution and delivery of the Original Asset Purchase Agreement and the Seller Ancillary Documents by each of the Sellers (to the extent it is a party thereto) and the performance by each of the Sellers of its obligations under the Original Asset Purchase Agreement and the Seller Ancillary Documents and the consummation of the transactions provided for under the Original Asset Purchase Agreement and the Seller Ancillary Documents have been duly and validly authorized by all necessary corporate or other similar action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereundereach Seller. The Original Asset Purchase Agreement has been, and the authorizationSeller Ancillary Documents, issuance (or reservation for issuance)in each case to the extent a Seller is a party to a Seller Ancillary Document, sale and delivery will be as of the Notes Polymers Closing Date or the Base Chemicals Closing Date, as the case may be, duly executed and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation delivered by each of the shares Sellers and do or will, as the case may be, constitute the valid and binding agreements of Common Stock to be issued upon exercise each of the Initial Warrant (the "Initial Warrant Shares")Sellers, except that (i) the issuance and delivery enforceable against each of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable Sellers in accordance with its their respective terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other laws of general application Laws affecting enforcement the enforceability of creditors' ’ rights generally generally, to general equitable principles and (ii) as limited by laws and principles relating to the availability discretion of specific performance, injunctive relief, or other courts in granting equitable remedies. (b) Each Affiliate of the Sellers that is a party to a Seller Ancillary Document has the requisite corporate or similar power and authority to execute and deliver the Seller Ancillary Documents (to the extent it is a party thereto) and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of the Seller Ancillary Documents by each Affiliate of the Sellers that is a party to a Seller Ancillary Document (to the extent it is a party thereto) and the performance by each Affiliate of the Sellers that is a party to a Seller Ancillary Document of its obligations thereunder and the consummation of the transactions provided for therein have been duly and validly authorized by all necessary corporate or other similar action on the part of each Affiliate of the Sellers that is a party to a Seller Ancillary Document. The Seller Ancillary Documents, to the extent an Affiliate of the Sellers is a party to a Seller Ancillary Document, will be as of the Polymers Closing Date or the Base Chemicals Closing Date, as the case may be, duly executed and delivered by each of the Affiliates of the Sellers and will constitute the valid and binding agreements of each of the Affiliates of the Sellers, enforceable against each of the Affiliates of the Sellers in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting the enforceability of creditors’ rights generally, to general equitable principles and to the discretion of courts in granting equitable remedies.

Authorization. All The Company has full corporate action power and authority to execute and deliver this Agreement, the Registration Rights Agreement and the Certificate of Designations and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof and to issue the Preferred Stock and the Common Stock issuable upon conversion of or as dividends on the Preferred Stock in accordance with the terms of the Certificate of Designations. The execution and delivery of this Agreement and the Registration Rights Agreement, the execution, delivery and filing of the Certificate of Designations, the issuance of the Preferred Stock and of the Common Stock issuable upon conversion of or as dividends on the Preferred Stock have been duly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to approve and its officers, directors and stockholders necessary for authorize the authorization, execution and delivery of this Agreement, the performance Registration Rights Agreement, the execution, delivery and filing of all the Certificate of Designations, the issuance of the Preferred Stock and the Common Stock issuable upon conversion of or as dividends on the Preferred Stock and the consummation of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof, other than, in connection with the issuance of Common Stock as dividends on Preferred Stock, the declaration of such dividends and the determination to pay such dividends with Common Stock by the Board of Directors of the Company. This Agreement and the Registration Rights Agreement have been duly executed and delivered by the Company, the Certificate of Designations has been duly filed in accordance with the Delaware General Corporation Law and the Preferred Stock has been duly issued and each of this Agreement, the Registration Rights Agreement and the Certificate of Designations constitute valid and binding obligations of the Company to be performed by it at or before enforceable against the Closings hereunderCompany in accordance with their terms, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior except to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that extent limited by (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratoriumfraudulent transfer, and moratorium or other similar laws of general application affecting enforcement of now or hereafter in effect relating to creditors' rights generally and (ii) as limited by laws and general principles relating to the availability of specific performance, injunctive relief, or other equitable remediesequity.

Authorization. All corporate action Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of Administrative Agent, Collateral Agent, the Lead Arrangers, the Co-Book Runners and LC Issuers to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Person in such capacity by the terms and provisions hereof and of the other Credit Documents, together with such actions and powers as are reasonably incidental thereto, and each Lender and each assignee or any such Lender hereby agrees to be bound by any such actions. Without limiting the generality of the foregoing, Administrative Agent is hereby expressly authorized by the Lenders and LC Issuers, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and the LC Issuers all payments of principal of and interest on the part Loans, all payments in respect of Drawing Payments and all other amounts due to the Company Lenders and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings LC Issuers hereunder, and the authorization, issuance promptly to distribute to each Lender or LC Issuer its proper share of each payment so received (or reservation for issuance), sale and delivery any such payments not so distributed by Administrative Agent within one Banking Day of the Notes and Warrants being sold hereunder and the Warrant Shares receipt thereof shall bear interest (as defined belowat Administrative Agent’s expense) has been taken or will be taken prior at a rate equal to the Initial Closing, including the authorization and reservation greater of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally Federal Funds Rate and (ii) a rate reasonably determined by Administrative Agent in accordance with banking industry rules on interbank compensation); (b) to give notice on behalf of each of the Lenders of any Event of Default specified in this Agreement of which Administrative Agent has actual knowledge acquired in connection with the performance of its duties as limited Administrative Agent hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by laws Borrower pursuant to this Agreement as received by Administrative Agent. Each of Administrative Agent and principles relating Collateral Agent is further authorized by the Secured Parties to release Liens on property that Borrower is permitted to sell or transfer pursuant to the availability terms of specific performancethis Agreement or the other Credit Documents and to enter into agreements supplemental hereto for the purpose of curing any formal defect, injunctive reliefinconsistency, omission or other equitable remediesambiguity in this Agreement or any Credit Document to which it is a party.

Authorization. Seller has good and marketable title to the Stock, and full legal right, power, authority and legal capacity, without the consent of any other person, to sell the Stock, to execute and deliver this Stock Purchase Agreement, and to carry out the transactions contemplated hereby. All corporate action on the part of the Seller and Company and its officers, directors and stockholders necessary for the authorization, execution execution, delivery and delivery performance of this Agreement, Stock Purchase Agreement and the performance of all obligations consummation of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) transactions contemplated hereby has been taken or will be taken prior to the Initial ClosingClosing Date, and this Stock Purchase Agreement (including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares")exhibits, except that (i) the issuance and delivery of the Warrants being sold hereunder schedules and the Warrant Shares may require certain filings withancillary agreements) constitutes the legal, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the CompanySeller, enforceable in accordance with its terms, except (i) as enforceability may be restricted, limited or delayed by applicable bankruptcy, insolvency, reorganization, moratorium, and bankruptcy or other laws of general application affecting enforcement of creditors' creditor's rights generally and (ii) except as limited by laws enforceability is subject to general principles of equity. Purchaser hereby acquires good and principles relating marketable title to the availability Stock free and clear of specific performanceall Liens. The Seller is the sole shareholder of Company. The authorized number of shares of Company is One Hundred Thousand (100,000), injunctive reliefall of one class, of which One Thousand (1,000) shares are issued and outstanding, fully paid and nonassessable and held by Seller. The Stock was issued in compliance with all applicable federal and state securities laws. Seller has full voting power over the Stock, subject to no outstanding subscriptions, options, rights, convertible securities, preemptive rights, buy-sell agreements, or any agreements or commitments of any kind that obligate Company or the Seller to (a) purchase or otherwise receive or be issued any shares of Stock or any security or liability of any kind convertible into or exchangeable for any such Stock, (b) receive any benefits or rights similar to any rights enjoyed by or accruing to the holder of shares of capital stock of Company, (c) convert or exchange any securities for shares of Stock, (d) participate in the equity, income or election of directors or officers of Company, or (e) take or refrain from taking any actions. Other than this Agreement, there is no contract, commitment or agreement between Seller and any other equitable remediesperson with respect to the disposition of any shares of the Stock.

Authorization. All corporate action required to be taken by Keyuan’s Board of Directors and holders of Series B Preferred Stock in order to authorize Keyuan to enter into this Agreement, to amend the terms of the Series B Preferred Stock as set forth in the Certificate Amendment and to amend the terms of the Series C Warrants and the Series D Warrants as set forth in the Warrant Amendment has been taken as of the date hereof. All action on the part of the Company and its officers, directors and stockholders officers of Keyuan necessary for the authorization, execution and delivery of this Agreement, the Certificate Amendment and the Warrant Amendment and the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold Keyuan hereunder and the Warrant Shares (as defined below) thereunder has been taken or will be taken prior to the Initial Closing, including the authorization and reservation as of the shares of Common Stock date hereof. Keyuan has delivered to be issued upon exercise Dragon State true and complete copies of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment resolutions approved by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's its Board of Directors and holders of Series B Preferred Stock authorizing Keyuan to enter into this Agreement, to amend the Company's stockholders, including the holders terms of the Series X B Preferred Stock as set forth in the Certificate Amendment and to amend the holders terms of the Series Y Preferred Stock, C Warrants and the Series D Warrants as set forth in the Warrant Amendment, which resolutions have not been rescinded, modified or revoked, are in full force and effect on the date hereof and will be in full force and effect until the Certificate Amendment is accepted for filing of an instrument necessary to implement such an amendment with by the Secretary of State of the State of Delaware (Nevada. Other than the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation holders of the CompanySeries B Preferred Stock, enforceable in accordance with its termsno holders of capital stock of Keyuan have a right to consent to, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to vote on or otherwise approve the availability of specific performance, injunctive relief, Certificate Amendment or other equitable remediesthe Warrant Amendments.

Authorization. All corporate action on Each of Canna Delaware and Acquisition Sub has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the part of the Company and its officers, directors and stockholders necessary for the authorization, transactions contemplated hereby. The execution and delivery of this AgreementAgreement by Canna Delaware and Acquisition Sub and the consummation by Canna Delaware and Acquisition Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action by Canna Delaware or Acquisition Sub, respectively, and no other corporate proceedings on the performance part of Canna Delaware or Acquisition Sub, respectively, and no stockholder vote or consent by the stockholders of Canna Delaware is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Canna Delaware and Acquisition Sub. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which Canna Delaware or Acquisition Sub is a party constitute the valid and legally binding obligations of Canna Delaware and Acquisition Sub, respectively, enforceable against Canna Delaware and Acquisition Sub, respectively, in accordance with their terms, except as may be limited by principles of equity or applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting the Company to be performed rights and remedies of creditors generally. The execution, delivery and performance by it at or before Canna Delaware and Acquisition Sub of this Agreement and the Closings hereunderagreements provided for herein, and the authorization, issuance (or reservation for issuance), sale consummation by Canna Delaware and delivery Acquisition Sub of the Notes transactions contemplated hereby and Warrants being sold hereunder and thereby, will not, with or without the Warrant Shares (as defined below) has been taken giving of notice or will be taken prior to the Initial Closingpassage of time or both, including violate the authorization and reservation provisions of the shares Certificate of Common Stock to be issued upon exercise Incorporation or Bylaws of Canna Delaware, the Initial Warrant (the "Initial Warrant Shares")Certificate of Incorporation or Bylaws of Acquisition Sub, except that or (i) the issuance and delivery violate any judgment, decree, order or award of the Warrants being sold hereunder and the Warrant Shares may require certain filings withany court, and the approval of, Nasdaq for the listing of the Warrant Sharesgovernmental body or arbitrator; (ii) conflict with or result in the issuance and delivery breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the Subsequent Warrants being sold hereunder and creation of any lien, charge or encumbrance upon the shares properties or assets of Common Stock Canna Delaware or Acquisition Sub pursuant to, any indenture, mortgage, deed of trust or other instrument or agreement to which Canna Delaware or Acquisition Sub is a party or by which Canna Delaware Acquisition Sub or any of their respective properties is or may be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i)bound; or (iii) to Canna Delaware's or Acquisition Sub's Knowledge, violate the number provisions of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorizedany law, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary rule or regulation applicable to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Canna Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its termsor Acquisition Sub, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating where such violation would not reasonably be expected to the availability of specific performance, injunctive relief, or other equitable remedieshave an Adverse Effect.

Authorization. All The Company has all necessary corporate action on power and authority to execute and deliver this Agreement and the part Ancillary Agreements, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The Company has delivered to the Investors a true and correct copy, certified by the Company’s secretary, of the Company resolutions of its board of directors (the “Board of Directors”) authorizing the execution and its officersdelivery of this Agreement and consummation of the transactions contemplated by this Agreement. Such resolutions are in full force and effect, directors have not been amended, supplemented, revoked or superseded as of the date hereof and stockholders necessary for are the only resolutions of the Board of Directors pertaining to the authorization, execution and delivery of this AgreementAgreement and the Ancillary Agreements and consummation of the transactions contemplated hereby and thereby. The execution, the delivery and performance of all obligations this Agreement and the Ancillary Agreements and the consummation by the Company of the Company to be performed by it at or before transactions contemplated hereby and thereby, including the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and Investor Securities, the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Underlying Shares, the "Warrant Shares") requires REF Warrants and the approval REF Underlying Shares and any redemptions of the Company's stockholders such Warrants and REF Warrants pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorizedterms thereof, unissued have been duly and unreserved shares of Common Stock validly authorized by all necessary corporate action, and no other corporate proceedings on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation part of the Company to authorize an additional number or its subsidiaries or (except as contemplated by Section 5.3) vote of shares holders of Common Stock necessary to allow for the issuance any class or series of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation capital stock of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument or its subsidiaries is necessary to implement such an amendment with authorize this Agreement or the Secretary of State of Ancillary Agreements or to consummate the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) transactions contemplated hereby and (iv) of this sentence shall constitute the "Required Stockholder Approvals")thereby. This Agreement constitutes and the Ancillary Agreements have been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by each other party thereto) each constitutes, a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other similar laws of general application relating to or affecting enforcement of creditors' ’ rights generally and or by general equitable principles (ii) as limited by laws and principles relating regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, that no representation is made hereby with respect to the availability enforceability of specific performance, injunctive relief, or other equitable remediesSection 5.7(b)(ii)(4).

Authorization. (i) The Company has all requisite right, power and authority (corporate or otherwise) to execute and deliver this Agreement and each of the other agreements and instruments referred to herein to be entered into by the Company at or prior to a Closing (including the Certificate) in connection with the consummation of the transactions contemplated by this Agreement (the "Other Agreements") and to perform its obligations and consummate all of the transactions contemplated hereunder and thereunder, including the sale and issuance of the shares of Series B Preferred Stock to be purchased by each Purchaser at the Closing. All corporate action proceedings have been taken and all corporate authorizations have been secured which are necessary on the part of the Company and each of its officersSubsidiaries to authorize the execution, directors delivery and stockholders necessary for the authorization, execution and delivery performance of this Agreement, the performance of all obligations Agreement and each of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; Other Agreements. (ii) the issuance This Agreement has been duly executed and delivery delivered and constitutes, and each of the Subsequent Warrants being sold hereunder Other Agreements when executed and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment delivered by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto , will need to be takenconstitute, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholderslegal, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation obligations of the Company, enforceable in accordance with its their respective terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium, and insolvency or other similar laws of general application affecting enforcement the enforceability of creditors' rights generally and court decisions with respect thereto, and the discretion of courts in granting equitable remedies. (iii) The shares of the Series B Preferred Stock to be purchased by each Purchaser at the Closing have been duly authorized and, when delivered, will be duly and validly issued and outstanding, fully paid and nonassessable, and will be free of Encumbrances. The Common Stock of the Company issuable upon conversion of the Series B Preferred Stock (the "Conversion Shares") (i) has been duly authorized, (ii) as limited by laws has been reserved for issuance upon conversion of the Series B Preferred Stock, and principles relating to the availability (iii) when issued, will be duly and validly issued and outstanding, fully paid and nonassessable and will be free of specific performance, injunctive relief, or other equitable remediesEncumbrances.

Authorization. All corporate The execution, delivery and performance by Seller of this Agreement, the other Transaction Documents to which it is or will be a party, and any other documents and instruments to be executed and delivered by Seller pursuant hereto and thereto, and the consummation of the transactions contemplated hereby and thereby are, or will be, as the case may be, within Seller’s limited liability company powers and have been duly authorized by all necessary action on the part of Seller. Seller has received the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery unanimous approval of this Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance its Board of Governors and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery holders of Seller’s outstanding membership or other equity interests, in each case of the Subsequent Warrants being sold hereunder transactions contemplated by this Agreement and the shares other Transaction Documents, and accordingly no holder of Common Stock Seller’s outstanding membership or other equity interests will have dissenters’, appraisal or similar rights with respect to be issued upon exercise the transactions contemplated by this Agreement or the other Transaction Documents under Applicable Law. Seller has heretofore delivered to Parent evidence of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval approvals of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's its Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock Governors and the holders of its outstanding membership or equity interests referred to in the Series Y Preferred Stock, immediately preceding sentence in form and the filing substance satisfactory to Buyer. No other approval or action by Seller’s Board of an instrument necessary to implement such an amendment Governors or any holder of Seller’s outstanding membership or other equity interests is required in connection with the Secretary of State transactions contemplated by this Agreement or any of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals")other Transaction Documents. This Agreement constitutes and each of the other Transaction Documents to which it is or will be a party constitutes, or will constitute, as the case may be, a valid and legally binding obligation agreement of the Company, Seller enforceable against Seller in accordance with its terms, except terms (i) as limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally and (ii) as limited by laws and general principles relating of equity). Each other Transaction Document to the availability which an Affiliate of specific performance, injunctive reliefSeller will be a party has been, or will be, duly and validly executed by such Affiliate and shall constitute a valid and binding agreement of such Affiliate, enforceable against such Affiliate in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other equitable remedieslaws affecting creditors’ rights generally and general principles of equity).

Authorization. All corporate action on (a) Each of Buyer and FTI LLC has the part full limited liability power, right and authority to enter into and perform its obligations under this Agreement and each of the Company Transaction Documents to which it is a party. The execution, delivery and its officersperformance of this Agreement and each of the Transaction Documents to which Buyer is a party has been duly and properly authorized by Buyer or FTI LLC, directors as applicable, by all requisite action in accordance with applicable Laws and stockholders necessary for with the Organizational Documents of such party. This Agreement and each of the Transaction Documents to which Buyer or FTI LLC is a party have been duly executed and delivered by Buyer or FTI LLC, and, assuming due and valid authorization, execution and delivery of this Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, hereof and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment thereof by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be takenother parties thereto, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the CompanyBuyer or FTI LLC, as applicable, and are enforceable against Buyer or FTI LLC in accordance with its their respective terms, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and moratorium or other similar laws of general application affecting the enforcement of creditors' ’ rights generally in general and subject to general principles of equity (iiregardless of whether such enforceability is considered in a proceeding in equity or at law). (b) FTI has the full corporate power, right and authority to enter into and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party. The execution, delivery and performance of this Agreement and each of the Transaction Documents to which FTI is a party has been duly and properly authorized by FTI by all requisite action in accordance with applicable Laws and with the Organizational Documents of FTI. This Agreement and each of the Transaction Documents to which FTI is a party have been duly executed and delivered by FTI, and, assuming due and valid authorization, execution and delivery hereof and thereof by the other parties thereto, constitute the valid and legally binding obligation of FTI and are enforceable against FTI in accordance with their respective terms, except as may be limited by laws and principles relating to the availability of specific performancebankruptcy, injunctive reliefinsolvency, reorganization, moratorium or other equitable remediessimilar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization. All corporate Each of the Sellers has all requisite private limited liability company power and private limited liability company authority to execute and deliver this Agreement and the Seller Ancillary Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by each of the Sellers, and of the Seller Ancillary Documents by each of the Sellers party thereto, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary private limited liability company action on the part of each Seller, as the Company case may be, and its officers, directors and stockholders necessary for no other action on the authorization, execution and delivery part of this Agreement, the performance of all obligations either of the Company Sellers or their respective equity holders is required to be performed authorize the execution, delivery and performance hereof and thereof by it at or before either of the Closings hereunderSellers, and the authorization, issuance (or reservation for issuance), sale and delivery consummation of the Notes transactions contemplated hereby and Warrants being sold hereunder and the Warrant Shares (thereby. Except as defined below) has been taken or will enforcement may be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and moratorium or other laws Laws of general application affecting enforcement of creditors' ’ rights generally or by principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), (a) this Agreement has been duly executed and delivered by each of the Sellers and, assuming that this Agreement has been duly authorized, executed and delivered by the Buyers and the Company, constitutes the valid and binding obligation of each of the Sellers, enforceable against each of the Sellers in accordance with its terms, and (iib) as limited of the Closing Date, the Seller Ancillary Documents shall be duly executed and delivered by laws each of the Sellers party thereto and, assuming that such Seller Ancillary Documents have been duly authorized, executed and principles relating to delivered by the availability other parties thereto, shall constitute the valid and binding obligations of specific performanceeach of the Sellers party thereto, injunctive relief, or other equitable remediesenforceable against each of the Sellers party thereto in accordance with their terms.

Authorization. All Each Purchaser and each XXXXX (redacted defined term) Company has all requisite corporate or other power and authority to execute and deliver, and to perform its obligations under, this Agreement, and as of the date on which each Ancillary Agreement to which Purchaser or an Affiliate of Purchaser (as applicable) is contemplated to be a party is to be executed and delivered pursuant to the terms hereof, Purchaser or such applicable Affiliate, as applicable, will have all requisite corporate or other power and authority to execute and deliver, and to perform its obligations under, each of the Ancillary Agreements to be so executed and delivered by it. The execution and delivery by Purchaser and each XXXXX (redacted defined term) Company of this Agreement, and by Purchaser or the applicable Affiliate of Purchaser, as applicable, of the Ancillary Agreements to be so executed by Purchaser or such Affiliate, and the performance by each XXXXX (redacted defined term) Company, Purchaser and such Affiliates of its and their obligations under such agreements, and the performance (following the consummation of the sale of the Shares as contemplated by this Agreement) by the Transferred Companies of their obligations under any of the Ancillary Agreements to which they are a party, have been duly authorized by Purchaser’s and each XXXXX (redacted defined term) Company’s board of directors (or such action was not required under its corporate governance policies) and by all other necessary corporate or other action on the part of the Company each XXXXX (redacted defined term) Company, Purchaser and its officersapplicable Affiliates. This Agreement has been duly executed and delivered by Purchaser and each XXXXX (redacted defined term) Company, directors and stockholders necessary for the Ancillary Agreements to be executed by Purchaser or an Affiliate of Purchaser will, on the date such Ancillary Agreement is to be executed and delivered pursuant to the terms hereof, be duly executed and delivered by Purchaser or such Affiliate, and, subject to the due authorization, execution and delivery by the other parties to such agreements, this Agreement is, and the Ancillary Agreements executed by Purchaser or its applicable Affiliate will be, legal, valid and binding obligations of the XXXXX (redacted defined term) Companies, Purchaser or such Affiliate, as applicable, enforceable against the XXXXX (redacted defined term) Companies, Purchaser or such Affiliate in accordance with their respective terms, subject to the Enforceability Exceptions. Notwithstanding the foregoing, the obligation of each XXXXX (redacted defined term) Company, Purchaser or any of its Affiliates to execute any Ancillary Agreement shall be subject to the fulfillment or waiver of the terms and conditions of this Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Authorization. All Such party has the requisite corporate or limited liability company power and authority and has taken all corporate and other action on necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such party as contemplated hereby, to perform its obligations hereunder and to consummate the part transactions contemplated hereby. The execution, delivery and performance by such party of this Agreement and all other instruments and agreements to be delivered by such party as contemplated hereby, the consummation by such party of the Company transactions contemplated hereby and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of its obligations hereunder have been duly authorized and approved by all obligations of the Company to be performed by it at necessary corporate, limited liability company or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals")other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by such party as contemplated hereby will be, duly executed and delivered by such party. Assuming that this Agreement constitutes a valid and legally binding obligation of the Companyother parties hereto, this Agreement constitutes valid and binding obligation of such party enforceable against such party in accordance with its terms, except (i) as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and moratorium or other similar laws of general application affecting the enforcement of creditors' ’ rights generally and (ii) by general equitable principles. Assuming that all other instruments and agreements to be delivered by such party as contemplated hereby constitute valid and binding obligations of the other parties hereto, such instruments and agreements will constitute valid and binding obligations of such party enforceable against such party in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and principles relating by general equitable principles. For the avoidance of doubt, DH’s representations and warranties set forth herein are solely with respect to those items which the Bankruptcy Court ordered pursuant to the availability of specific performance, injunctive relief, or other equitable remediesSettlement Approval Order.

Authorization. All corporate Purchaser and the Joint Obligor have the requisite power and authority and have taken all action on necessary to execute and deliver this Amendment Agreement and all other instruments and agreements to be delivered by Purchaser and Joint Obligor as contemplated hereby and thereby, to perform their obligations hereunder and thereunder and to consummate the part transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser and Joint Obligor of this Amendment Agreement and all other instruments and agreements to be delivered by Purchaser and Joint Obligor as contemplated hereby and thereby, the consummation by Purchaser and Joint Obligor of the Company transactions contemplated hereby and its officers, directors thereby and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of their obligations hereunder and thereunder have been and, in the case of documents required to be delivered at Closing, will be, duly authorized and approved by the board of directors of the Purchaser and the Joint Obligor. This Amendment Agreement and all other instruments and agreements to be executed and delivered by Purchaser and Joint Obligor as contemplated hereby and thereby will be, duly executed and delivered by Purchaser and Joint Obligor. Assuming that this Amendment Agreement and all other instruments and agreements to be delivered by Purchaser and Joint Obligor as contemplated hereby and thereby constitute legal, valid and binding obligations of the Company to be performed by it at or before the Closings hereundereach other party hereto, this Amendment Agreement and the authorizationsuch instruments and agreements will constitute legal, issuance valid and binding obligations of Purchaser and Joint Obligor enforceable against Purchaser and Joint Obligor in accordance with their terms and conditions (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization condition precedent set forth in Article VI under the Covenants and reservation Waivers section of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"this Amendment Agreement below), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares as such enforcement may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and moratorium or other laws of general application similar Laws affecting the enforcement of creditors' ’ rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remediesgenerally.

Authorization. All corporate action on the part of the Company and Company, its officers, directors and stockholders necessary for the authorization, execution execution, delivery and performance of this Agreement and Amendment No. 1 by the Company, the authorization and effectuation of the Conversion, the authorization, sale (in the case of the Sale Shares), exchange (in the case of the Conversion Shares), issuance and delivery of this Agreementthe Shares (and the Common Stock issuable upon conversion of the Shares), and the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold Company's obligations hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing. This Agreement, including the authorization when executed and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment delivered by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other subject to laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to bankruptcy, insolvency and the availability relief of debtors and rules of law governing specific performance, injunctive relief, relief or other equitable remedies. The Sale Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable, and will have the rights, preferences and privileges described in the Certificate. The Conversion Shares have been duly and validly reserved and, when issued pursuant to the filing of the Certificate with the Delaware Secretary of State, will be validly issued, fully paid and nonassessable, The Common Stock issuable upon conversion of the Shares has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the Certificate, will be validly issued, fully paid and nonassessable; and, the Shares and the Common Stock issuable upon the conversion of the Shares will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders through no action of the Company; provided, however, that the Shares (and the Common Stock issuable upon conversion thereof) may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein. Except as set forth herein or in the Certificate or Bylaws, the Shares are not subject to any preemptive rights or rights of first refusal.

Authorization. All (a) RGA has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the RGA Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by RGA of this Agreement, and the consummation by it of the Transactions, have been duly authorized and approved by all necessary corporate action on the part of the Company RGA (including by its Board of Directors), and its officers, directors and stockholders necessary except for the RGA Shareholder Approval, no other corporate action or proceedings on the part of RGA is necessary to authorize the execution, delivery and performance by RGA of this Agreement and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by RGA and, assuming due authorization, execution and delivery of this Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be takenother parties hereto, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a legal, valid and legally binding obligation of the CompanyRGA, enforceable against RGA in accordance with its terms, except (i) as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium, and other fraudulent transfer or similar laws of general application now or hereinafter in effect relating to or affecting enforcement of creditors' ’ rights generally and by general principles of equity, and (ii) as except with respect to the rights of indemnification and contribution hereunder, where enforcement hereof may be limited by laws federal or state securities Laws or the policies underlying such Laws. (b) The Board of Directors of RGA, at a meeting duly called and principles relating held, has (i) approved this Agreement and the Transactions, and deemed this Agreement and the Transactions advisable, fair to and in the best interests of RGA Shareholders (other than MetLife or any of its Subsidiaries); (ii) approved this Agreement and the Transactions with respect to the availability acquisition of specific performanceClass B Common Stock by MetLife in all respects for purposes of Section 351.459 of the MGBCL; and (iii) resolved to recommend that RGA Shareholders vote to approve and adopt this Agreement and the Transactions, injunctive reliefincluding the Recapitalization and the Amended and Restated RGA Articles of Incorporation (the “RGA Board Recommendation”). (c) and Restated RGA Articles of Incorporation are the only votes or approvals of the holders of any class or series of capital stock of RGA or any of its Subsidiaries which are necessary to adopt this Agreement and approve the Transactions (together with approval by holders of RGA Common Stock of RGA’s Section 382 Shareholder Rights Plan, the “RGA Shareholder Approval”). (d) Prior to the execution of this Agreement, and assuming receipt of the RGA Shareholder Approval, the Board of Directors of RGA has taken all action necessary to exempt under, or make not subject to, the provisions of any State of Missouri takeover law or other equitable remediesState of Missouri law that purports to limit or restrict transactions with interested or affiliated shareholders (including Section 351.459 of the MGBCL) or any provision of the articles of incorporation or bylaws of RGA that would require any corporate approval other than that otherwise required by the MGBCL, the execution of this Agreement and the Transactions, in each case as to MetLife.

Authorization. All (a) This Agreement has been duly authorized by all necessary corporate action on the part of Sun and Phoenix. Neither this Agreement nor any of the Company and its officers, directors and stockholders necessary transactions provided for the authorization, execution and delivery of this Agreement, the performance of all obligations herein violates any provision of the Company to be performed Certificate of Incorporation or By-Laws of Sun or ▇▇▇▇▇ or any Subsidiary of ▇▇▇▇▇ or any agreement by it at which any of them or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery any of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals")their respective properties is bound. This Agreement constitutes will, when duly executed and delivered, be a valid and legally binding obligation agreement of the CompanySun, enforceable against Sun in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and moratorium or other similar laws of general application now or hereafter in effect relating to or affecting enforcement of creditors' rights generally generally, and except that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the equitable discretion of the court before which any proceeding therefor may be brought. (iib) Each of the Ancillary Agreements to which Phoenix, London, Marine or Sun Bermuda is a party has been or, prior to the Closing, will be duly authorized by all necessary corporate action of Phoenix, London, Marine or Sun Bermuda, as the case may be. None of the Ancillary Agreements to which any such Subsidiary of Sun is a party, nor any of the transactions provided for therein, violates any provision of the Certificate of Incorporation, or similar charter document, or By-Laws of such Subsidiary or any agreement by which such Subsidiary or its properties is bound. Each of the Ancillary Agreements to which Phoenix, London, Marine or Sun Bermuda is a party will, when duly executed and delivered, be a valid and binding agreement of Phoenix, London, Marine or Sun Bermuda, as the case may be, enforceable against it in accordance with the terms thereof, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws and principles now or hereafter in effect relating to or affecting creditors' rights generally, and except that the availability remedy of specific performance, performance and injunctive relief, or and other forms of equitable remediesrelief may be subject to equitable defenses and to the equitable discretion of the court before which any proceeding therefor may be brought.

Authorization. All (a) Parent has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the other Operative Agreements and to carry out the transactions contemplated hereby and thereby. The Board of Parent has taken all corporate action (including all action of the Board) necessary to authorize and approve the execution, delivery and performance of this Agreement and the other Operative Agreements and no other corporate action is required on the part of Parent to authorize the Company execution, delivery and its officers, directors and stockholders necessary for the authorization, execution and delivery performance of this Agreement, Agreement and the performance of all obligations other Operative Agreements (including without limitation the issuance of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuanceConsideration Shares), sale and delivery subject only to approval of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance amendment and delivery restatement of the Warrants being sold hereunder and the Warrant Shares may require certain filings withParent Articles of Incorporation as described in Section 1.9(a)(i)(A) hereof, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder Consideration Shares and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of amendments to Parent's amended and restated stock incentive plan as described in Section 1.9(a)(i)(C) hereof (collectively, the Subsequent Warrants exceeds the number of authorized"Proposed Actions"), unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment in each case by the Company's stockholders and the filing affirmative vote of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders a majority of the Series Y Preferred Stockshares of Parent Common Stock present in person or represented by proxy at the meeting contemplated by Section 6.5(a) hereof, and to consummate the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) transactions contemplated hereby and (iv) of this sentence shall constitute the "Required Stockholder Approvals")thereby. This Agreement constitutes has been duly and validly executed and delivered by Parent, and this Agreement constitutes, and each other Operative Agreement to which Parent is to be a party, when executed and delivered by Parent, will constitute a valid and legally binding obligation agreement of the CompanyParent, enforceable in accordance with its terms, except (i) as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization and other laws of general application similar Laws affecting enforcement of creditors' rights creditors generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) Each of US Acquisition Sub and US Acquisition Sub II has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, and the other Operative Agreements to which it is a party and to carry out the transactions contemplated hereby and thereby. The board of directors of each of US Acquisition Sub and US Acquisition Sub II, as applicable, has taken all corporate action necessary to authorize and approve the execution, delivery and performance of this Agreement and the other Operative Agreements to which it is a party and no other corporate action is required on the part of US Acquisition Sub or US Acquisition Sub II, as applicable, to authorize the execution, delivery and performance by it of this Agreement and the other Operative Agreements to which it is a party. This Agreement has been duly and validly executed and delivered by US Acquisition Sub and US Acquisition Sub II, and this Agreement constitutes, and each other Operative Agreement to which US Acquisition Sub and US Acquisition Sub II is a party, when executed and delivered by US Acquisition Sub and US Acquisition Sub II, will constitute a valid and binding agreement of US Acquisition Sub and US Acquisition Sub II, as applicable, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization and other similar Laws affecting creditors generally and by the availability of equitable remedies.

Authorization. All corporate action Each Seller now has and on the part Closing Date will have good and marketable title to the Shares to be sold by such Seller, free and clear of any liens, encumbrances, equities and claims, and full right, power and authority to effect the Company and its officers, directors and stockholders necessary for the authorization, execution sale and delivery of such Shares; and upon the delivery of, against payment for, such Shares pursuant to this Agreement, the performance Buyer will acquire good and marketable title thereto, free and clear of all obligations of the Company to be performed by it at or before the Closings hereunderany liens, encumbrances, equities and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals")claims. This Agreement has been duly authorized, executed and delivered by each Seller and constitutes a valid and legally binding obligation of the Company, each Seller enforceable in accordance with its terms, terms except (i) as rights to indemnity and contribution hereunder may be limited as a matter of applicable public policy or by applicable laws and except as the enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and reorganization or other similar laws of general application affecting enforcement of creditors' rights generally generally, or by general equitable principles. Each Seller has full right, power and (ii) as limited authority, corporate or otherwise, to execute and deliver this Agreement and to perform its obligations under such Agreements. The execution and delivery of this Agreement and the consummation by laws each Seller of the transactions herein contemplated and principles relating to the availability fulfillment by each Seller of specific performancethe terms hereof will not require any consent, injunctive reliefapproval, authorization, or other equitable remediesorder of any third party, court, regulatory body, administrative agency or other governmental body and will not result in a breach of any of the terms and provisions of, or constitute a default under, any charter document, indenture, mortgage, deed of trust or other agreement or instrument to which such Seller is a party, or of any order, rule or regulation applicable to such Seller of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction the effect of which would prevent consummation of the transactions contemplated hereby.

Authorization. All (a) The execution, delivery and performance by Remedy Opco of this Agreement and the other Transaction Documents to which it is or will be a party and the consummation of the Combination and each of the other transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action of Remedy Opco, and no other corporate action (or equivalent) act or proceeding on the part of Remedy Opco, the Company Remedy Board or the equityholders of Remedy Opco is necessary to authorize the execution, delivery or performance of this Agreement or any other Transaction Document to which Remedy Opco is or will be a party or the consummation of any of the transactions contemplated hereby or thereby’ provided, that the Pre-Closing Restructuring transaction and its officers, related documents will require the approval of the boards of directors and stockholders necessary for of New Remedy Corp and Remedy Merger Sub (and the authorizationconversion of Remedy Opco Subsidiaries to limited liability companies will require approval of their respective boards of directors and stockholders). This Agreement has been duly executed and delivered by Remedy Opco and, assuming the due execution and delivery of this AgreementAgreement and such other Transaction Documents by the other parties hereto and thereto, the performance of all obligations of the Company to be performed by it at or before the Closings hereunderthis Agreement constitutes, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken other Transaction Documents to which Remedy Opco is or will be taken prior to the Initial Closinga party, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance execution and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings withby Remedy Opco, and the approval ofwill each constitute, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares"a legal, together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the CompanyRemedy Opco, enforceable in accordance with its their terms, except (i) as the enforceability hereof or thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, and moratorium or other laws of general application similar Laws affecting the enforcement of creditors' creditor’s rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or performance and other equitable remediesremedies or applicable equitable principles (whether considered in a proceeding at law or in equity) (collectively, the “General Enforceability Exceptions”). (b) The Remedy Board (including the Special Committee) has determined that this Agreement, the other Transaction Documents to which Remedy Opco is or will be a party and the Combination are fair to and in the best interests of Remedy Opco and its stockholders.

Authorization. All corporate action on (a) Parent and Crescent Bank have the part full legal power and authority to enter into this Agreement and the other agreements referenced herein to which they will be a party and to carry out their obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the other agreements referenced herein to which they will be a party and the consummation of the Company transactions contemplated hereby and thereby have been duly authorized by Parent’s and Crescent Bank’s respective boards of directors and by Parent, as the sole shareholder of Crescent Bank, and no further approval or authorization by any of Crescent Bank’s shareholders is required. The Board of Directors of Parent has determined that, as of the date of this Agreement, this Agreement is advisable and in the best interests of Parent and its officersshareholders and has directed that the issuance of Parent Common Stock pursuant to the Merger be submitted to Parent’s shareholders for approval at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. This Agreement has been, directors and stockholders necessary for the other agreements referenced herein to which Parent or Crescent Bank will be a party, when executed, will be, duly and validly executed and delivered by Parent and Crescent Bank and assuming due authorization, execution and delivery of this Agreementby VantageSouth, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, is and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, Parent and Crescent Bank enforceable against Parent and Crescent Bank in accordance with its terms, terms (except (i) as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws similar Laws of general application applicability relating to or affecting enforcement creditors’ rights or by general equity principles). No other corporate proceedings are necessary for the execution and delivery by Parent or Crescent Bank of creditors' rights generally this Agreement and the other agreements referenced herein to which it or they will be a party, the performance by it or them of its or their obligations hereunder and thereunder or the consummation by it of the transactions contemplated hereby and thereby, other than receipt of (x) the affirmative vote of the holders of at least a majority of the votes cast by holders of Parent Common Stock at a duly called, noticed and held meeting of shareholders called to approve the issuance of Parent Common Stock pursuant to the Merger (the "NASDAQ Required Approval") and (y) the Majority of Minority Approval (together with the NASDAQ Required Approval, the “Parent Shareholder Approval”). (b) Neither the execution, delivery and performance by Parent or Crescent Bank of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by Parent and Crescent Bank with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Lien upon any of the material properties or assets of Parent or Crescent Bank or any of their Subsidiaries under any of the terms, conditions or provisions of (i) the certificate of incorporation and bylaws or similar governing documents of Parent, Crescent Bank or any of their Subsidiaries or (ii) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or Crescent Bank or any of their Subsidiaries is a party or by which it may be bound, or to which Parent or Crescent Bank or any of their Subsidiaries or any of the properties or assets of Parent or Crescent Bank or any of their Subsidiaries may be subject, or (B) violate any law or regulation applicable to Parent or Crescent Bank or any of their Subsidiaries or any of their respective properties or assets except in the case of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be expected to have a Material Adverse Effect on Parent or materially and adversely affect Parent’s and Crescent Bank’s ability to perform their obligations under this Agreement or consummate the transactions contemplated hereby. (c) Except for (i) the Requisite Regulatory Approvals and (ii) as limited the listing of the shares of Parent Common Stock to be issued in exchange for shares of VantageSouth Common Stock on The Nasdaq Global Market (the “Parent Regulatory Approvals”), no governmental or any other material consents, approvals, authorizations, applications, registrations and qualifications are required to be obtained by Parent or Crescent Bank in connection with or for the consummation of the transactions contemplated by this Agreement. Other than the securities or blue sky laws of the various states and principles relating to the availability of specific performanceRequisite Regulatory Approvals, injunctive reliefno material notice to, registration, declaration or filing with, exemption or review by, or other equitable remediesauthorization, order, consent or approval of, any Governmental Entity or SRO, or expiration or termination of any statutory waiting period, is necessary for the consummation by Parent or Crescent Bank of the transactions contemplated by this Agreement. As of the date hereof, Parent and Crescent Bank have no knowledge of any reason pertaining to Parent or Crescent Bank why any of the Parent Regulatory Approvals should not be obtained without the imposition of any Burdensome Regulatory Condition.

Authorization. All The Company has full corporate action on power and authority to execute and deliver this Agreement, the part of Registration Rights Agreement and the Company Warrants, to issue the Common Stock pursuant to this Agreement and its officersthe Warrants, directors and stockholders necessary for to consummate the authorization, transactions contemplated hereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement, the performance Registration Rights Agreement and the Warrants, and the issuance of all obligations the Common Stock issuable upon a Closing and pursuant to the Warrants, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Company. To the Company's Knowledge, no other corporate proceedings on the part of the Company are necessary to be performed by it at or before approve and authorize the Closings hereunderexecution and delivery of this Agreement, the Registration Rights Agreement and the Warrants, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes Common Stock issuable upon a Closing and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior pursuant to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings withWarrants, and the approval of, Nasdaq for the listing consummation of the Warrant Shares; (ii) the issuance transactions contemplated hereby and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together thereby in accordance with the Initial Warrant Sharesterms hereof and thereof, the "Warrant Shares") requires the except for any approval of the Company's stockholders shareholders that may be required pursuant to Nasdaq Rule 4460 of the Marketplace Rule 4350(i); (iii) Rules of NASDAQ. This Agreement, the number Registration Rights Agreement and the Warrants, have been duly executed and delivered by the Company, and the Common Stock issuable in accordance with the terms of Subsequent Warrant Shares issuable this Agreement or upon exercise of the Subsequent Warrants exceeds the number of authorizedWarrants, unissued will be duly and unreserved shares of Common Stock on the date validly issued, fully paid and nonassessable, and each of this Agreement, the Registration Rights Agreement andand the Warrants, as a result, all corporate action necessary to amend the certificate of incorporation when executed and delivered will constitute valid and binding obligations of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of enforceable against the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its their terms, except to the extent limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratoriumfraudulent transfer, and moratorium or other similar laws of general application affecting enforcement of now or hereafter in effect relating to creditors' rights generally and (ii) as limited by laws and general principles relating to the availability of specific performance, injunctive relief, or other equitable remediesequity.

Authorization. All (a) The Purchaser has the requisite limited liability company power and authority to execute and deliver this Agreement and the Purchaser Ancillary Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Purchaser Ancillary Documents by the Purchaser, the performance by the Purchaser of its obligations hereunder and thereunder, and the consummation of the transactions provided for herein and therein have been duly and validly authorized by all necessary limited liability company action on the part of the Purchaser. This Agreement and the Purchaser Ancillary Documents have been duly and validly executed and delivered by the Purchaser and, assuming the due execution and delivery of this Agreement and, as applicable, any Purchaser Ancillary Document, by the Sellers and the Shareholders, constitute valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms, except as may be limited by Creditors’ Rights. (b) ▇▇▇▇▇▇▇▇ has the requisite corporate power and authority to execute and deliver this Agreement and the Purchaser Ancillary Documents, if applicable, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Purchaser Ancillary Documents, if applicable, by ▇▇▇▇▇▇▇▇, the performance by ▇▇▇▇▇▇▇▇ of its obligations hereunder and thereunder, and the consummation of the transactions provided for herein and therein have been duly and validly authorized by all necessary corporate action on the part of ▇▇▇▇▇▇▇▇. This Agreement and the Company Purchaser Ancillary Documents, if applicable, have been duly and its officersvalidly executed and delivered by ▇▇▇▇▇▇▇▇ and, directors and stockholders necessary for assuming the authorization, due execution and delivery of this Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a resultapplicable, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be takenany Purchaser Ancillary Document, including the approval of such an amendment by the Company's stockholders Sellers and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be takenShareholders, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation obligations of the Company, ▇▇▇▇▇▇▇▇ enforceable against ▇▇▇▇▇▇▇▇ in accordance with its their respective terms, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remediesCreditors’ Rights.

Authorization. All (a) SoftNet has all requisite corporate power and authority, and has taken all corporate action on necessary, to execute and deliver this Agreement and the part of Ancillary Agreements to which it is party, to consummate the Company transactions contemplated hereby and thereby and to perform its officers, directors obligations hereunder and stockholders necessary for the authorization, thereunder. The execution and delivery of this Agreement, the Agreement of Merger and the Ancillary Agreements by SoftNet and the performance by SoftNet of all is obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of SoftNet. This Agreement has been duly executed and delivered by SoftNet and is, and upon execution and delivery, the Ancillary Agreements to which it is a party each will be, legal, valid and binding obligations of the Company to be performed by it at or before the Closings hereunderSoftNet, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares")enforceable against SoftNet in accordance with their terms, except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares enforceability may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment limited by the Company's stockholders and the filing effect of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratoriummoratorium or other similar laws relating to or affecting the rights of creditors. (b) Merger Sub has all requisite corporate power and authority, and has taken all corporate action necessary, to execute and deliver this Agreement and the Agreement of Merger, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Agreement of Merger by Merger Sub and the performance by Merger Sub of is obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Merger Sub. This Agreement has been duly executed and delivered by Merger Sub and is, and upon execution and delivery, the Agreement of Merger will be, legal, valid and binding obligations of Merger Sub, enforceable against Merger Sub in accordance with their terms, except that enforceability may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting enforcement the rights of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Authorization. All (1) The Company has the corporate action on power and authority to enter into or issue this Agreement and the part other Transaction Documents and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and its officersthe consummation of the transactions contemplated hereby and thereby, directors including the issuance of the Common Stock, have been duly authorized by the affirmative vote of at least a majority of the Company’s Board of Directors (the “Board of Directors”). This Agreement and stockholders necessary for the other Transaction Documents have been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be takenInvestor, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a are valid and legally binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganizations, fraudulent transfer or similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law). No other corporate proceedings or shareholder actions are necessary for the execution and delivery by the Company of this Agreement and the other laws Transaction Documents, the performance by the Company of general application affecting enforcement its obligations hereunder and thereunder or the consummation by the Company of creditors' the transactions contemplated hereby and thereby. (2) When issued and sold against receipt of the consideration therefor as provided in this Agreement and the other Transaction Documents, the Common Shares to be issued pursuant to this Agreement will be validly issued, fully paid and nonassessable, and such issuance will not subject the holders thereof to personal liability and will not be subject to preemptive rights generally of any other shareholder of the Company. When issued, the Purchased Shares will be validly issued, fully paid and nonassessable, and such issuance will not subject the holders thereof to personal liability and will not be subject to preemptive rights of any other shareholder of the Company. (3) Neither the execution, delivery and performance by the Company of this Agreement or the other Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, nor compliance by the Company with any of the provisions of any of the foregoing, will: (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien, upon any of the properties or assets of the Company or any Company Subsidiary under any of the terms, conditions or provisions of: (A) the Company’s Articles of Incorporation or Bylaws (or similar governing documents); or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which it may be bound, or to which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be subject; or (ii) as limited by laws subject to compliance with the statutes and principles relating regulations referred to in the next paragraph, violate any ordinance, permit, concession, grant, franchise, law, statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the availability Company or any Company Subsidiary or any of specific performancetheir respective properties. (4) Other than the securities or blue sky laws of the various states, injunctive reliefand except as otherwise provided in this Agreement, no material notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, or expiration or termination of any statutory waiting period, is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the other equitable remediesTransaction Documents.

Authorization. All (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company and its officers, directors and stockholders no other corporate proceedings on the part of the Company are necessary for to authorize the authorization, execution and delivery of this AgreementAgreement or the consummation of the transactions contemplated hereby, other than, with respect to the Merger, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date adoption of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders at least a majority of the Series Y Preferred aggregate voting power of the outstanding shares of Company Common Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware voting together as a single class (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required “Company Stockholder Approvals"Approval”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due execution and delivery by Parent and Merger Sub, constitutes a the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriumrehabilitation, liquidation, preferential transfer, moratorium and other laws of general application similar Laws now or hereafter affecting enforcement of creditors' ’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law). (b) The Company Special Committee, by resolutions duly adopted at a duly held meeting, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including 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 hereby, including the Merger, and (iii) recommended that the Board of Directors of the Company adopt resolutions approving, declaring advisable and adopting this Agreement and the transactions contemplated hereby, including the Merger. None of the foregoing resolutions of the Company Special Committee have been amended, rescinded or modified as limited of the date hereof. (c) The Board of Directors of the Company, by laws resolutions duly adopted at a duly held meeting, has unanimously (i) determined that this Agreement and principles relating the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) approved, declared advisable and adopted this Agreement and the transactions contemplated hereby, including the Merger, (iii) recommended that the Company Stockholders adopt this Agreement and (iv) directed that this Agreement be submitted to the availability Company Stockholders for their adoption. None of specific performancethe foregoing resolutions of the Board of Directors of the Company have been amended, injunctive reliefrescinded or modified as of the date hereof. (d) The Company Stockholder Approval is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and to consummate the Merger and the other transactions contemplated hereby under the applicable Laws of the State of Delaware, or other equitable remediesincluding the DGCL.

Authorization. All Parent and Merger Sub have all requisite corporate power and authority, and have taken all corporate action necessary, to execute and deliver this Agreement, each Ancillary Agreement to which they are parties and each instrument to be executed and delivered by Parent and Merger Sub pursuant hereto, to consummate the transactions contemplated hereby and thereby and to perform their obligations hereunder and thereunder. The execution and delivery by Parent and Merger Sub of this Agreement, each Ancillary Agreement to which each of them is a party and each instrument to be executed and delivered by Parent and Merger Sub pursuant hereto, and the consummation by the Parent and M▇▇▇▇▇ Sub of the transactions contemplated hereby and thereby, comply with all requirements of the respective Organizational Documents of Parent and Merger Sub and have been duly and validly approved by the boards of directors of Parent and Merger Sub, and the Company has been provided with documentation of such board approval. No other corporate proceedings or actions on the part of Parent or Merger Sub are necessary to authorize this Agreement, each Ancillary Agreement to which Parent and Merger Sub are parties and each instrument to be executed and delivered by P▇▇▇▇▇ and Merger Sub pursuant hereto, and the Company transactions contemplated hereby and its officersthereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and is, directors and stockholders necessary for the authorization, upon execution and delivery of this Agreement, the performance of all obligations of the Company Ancillary Agreements to be performed by it at or before the Closings hereunder, which Parent and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken Merger Sub are or will be taken prior to the Initial Closingparties, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval each of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto Ancillary Agreements will need to be takenbe, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholderslegal, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation obligations of the CompanyParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its their terms, in each case, except (i) as such enforceability may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium, and reorganization or other laws of general application similar Regulations affecting enforcement of creditors' ’ rights generally and (iib) as limited by laws and the general principles relating to the availability of specific performanceequity, injunctive relief, regardless of whether asserted in a proceeding in equity or other equitable remediesat law.

Authorization. All (a) Buyer and each of its Affiliates that is a party to an Ancillary Agreement has all requisite corporate action on power and authority to execute and deliver this Agreement and the part of Ancillary Agreements to which Buyer and such Affiliates are party and to consummate the Company transactions contemplated hereby and its officers, directors and stockholders necessary for the authorization, thereby. The execution and delivery of this Agreement, Agreement and the performance of all obligations consummation of the Company transactions contemplated hereby have been duly authorized by all requisite corporate action of Buyer and the execution and delivery of each Ancillary Agreement and the consummation of the transactions contemplated thereby will have been, prior to be performed the Closing, duly authorized by it at or before all requisite corporate action of Seller and/or each Affiliate of Seller that is a party to such Ancillary Agreement. This Agreement has been (and the Closings hereunderAncillary Agreements will be) duly and validly executed and delivered by Buyer and such Affiliates and constitutes (and each such Ancillary Agreement when so executed and delivered by Buyer and/or such Affiliates will constitute) a valid, legal and binding agreement of Buyer and such Affiliates (assuming this Agreement has been, and the authorizationAncillary Agreements to which Buyer and its Affiliates are party will be, issuance (or reservation for issuanceduly authorized, executed and delivered by the other parties thereto), sale enforceable against Buyer and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable Affiliates in accordance with its terms, except (i) as to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and moratorium or other laws of general application Laws affecting the enforcement of creditors' ’ rights generally and (ii) as limited by laws and principles relating to that the availability of equitable remedies, including specific performance, injunctive reliefis subject to the discretion of the court before which any proceeding thereof may be brought. (b) Assuming the truth and accuracy of Seller’s representations and warranties contained in Section 2.2(b), no material notices to, filings with or authorization, consent or approval of any Governmental Authority is necessary for the execution, delivery or performance of this Agreement by Buyer or the Ancillary Agreements to which Buyer or any of its Affiliates is a party or the consummation of the transactions contemplated hereby, except for compliance with and filings under the HSR Act and any other equitable remediesapplicable Competition Law.

Authorization. All (a) Subject to the approval of the requisite number of shares of LLL Common Stock entitled to vote thereon in accordance with the Washington BCA and LLL's Articles of Incorporation, LLL has all necessary power and authority and has taken all corporate action on necessary to enter into this Agreement, the part Agreement of Merger and the Company Ancillary Agreements to which it is a party and has taken all corporate action necessary to consummate the transactions contemplated hereby and thereby and to perform its officers, directors obligations hereunder and stockholders necessary for the authorization, thereunder. The execution and delivery of this Agreement, the Agreement of Merger and the Ancillary Agreements by LLL and the performance by LLL of all its obligations hereunder and thereunder and the consummation of the Company to be performed transactions contemplated hereby and thereby have been duly authorized by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery Board of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation Directors of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the LLL. Upon such approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional requisite number of shares of LLL Common Stock necessary entitled to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment vote thereon in accordance with the Secretary Washington BCA and LLL's Articles of State of Delaware; Incorporation, this Agreement will have been duly executed and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto delivered by LLL and will need to be takena legal, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the CompanyLLL, enforceable against LLL in accordance with its terms, except (i) as that enforceability may be limited by applicable the effect of bankruptcy, insolvency, reorganization, moratoriummoratorium or other similar laws relating to or affecting the rights of creditors. Upon the execution and the filing thereof, the Agreement of Merger will be, as of the Effective Time, duly and validly executed by LLL, and will be a legal, valid and binding obligation of LLL, enforceable against LLL in accordance with its terms, except that enforceability may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting enforcement the rights of creditors' rights generally . (b) Each Seller has all necessary power and (ii) as authority to enter into this Agreement and any Ancillary Agreements to which he is a party and has taken all action necessary to consummate the transactions contemplated hereby and thereby and to perform his obligations hereunder and thereunder. This Agreement has been duly executed by each Seller and this Agreement is, and upon execution and delivery, the Ancillary Agreements to which any Seller is a party, will be, a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except that enforceability may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws and principles relating to or affecting the availability rights of specific performance, injunctive relief, or other equitable remediescreditors.

Authorization. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined belowa) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that Each Lender hereby (i) consents to the issuance and delivery subordination of Liens provided for in the Warrants being sold hereunder and the Warrant Shares may require certain filings withTerm Loan Intercreditor Agreement, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) agrees that it will be bound by, and will take no actions contrary to, the issuance and delivery provisions of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares"Term Loan Intercreditor Agreement, together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) authorizes and instructs Agent to enter into the number Term Loan Intercreditor Agreement on behalf of Subsequent Warrant Shares issuable upon exercise such Lender and agrees that Agent may take such actions on its behalf as is contemplated by the terms of the Subsequent Warrants exceeds the number of authorizedTerm Loan Intercreditor Agreement, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary acknowledges (or is deemed to effectuate acknowledge) that a copy of the amendments Term Loan Intercreditor Agreement was delivered, or made available, to such Lender and it has received and reviewed the Intercreditor Agreement. In the event of any conflict between the terms of the Term Loan Intercreditor Agreement and any of the other Loan Documents, the terms of the Term Loan Intercreditor Agreement shall govern and control except as expressly set forth in the Term Loan Intercreditor Agreement. (b) Each Lender hereby (i) consents to the certificate of incorporation establishment of the Company set forth on Exhibit F hereto will need to be taken, including priority of the approval of such an amendment by Liens provided for in the Company's Board of Directors 2015 Note Intercreditor Agreement and the Company's stockholdersSeries G Guarantee Lien Acknowledgement, including (ii) agrees that it will be bound by, and will take no actions contrary to, the holders provisions of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii)2015 Note Intercreditor Agreement, (iii) authorizes and instructs Agent to enter into the 2015 Note Intercreditor Agreement and the Series G Guarantee Lien Acknowledgement on behalf of such Lender and agrees that Agent may take such actions on its behalf as is contemplated by the terms of the 2015 Note Intercreditor Agreement and the Series G Guarantee Lien Acknowledgement, and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes acknowledges (or is deemed to acknowledge) that a valid and legally binding obligation copy of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, 2015 Note Intercreditor Agreement and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive reliefSeries G Guarantee Lien Acknowledgement was delivered, or made available, to such Lender and it has received and reviewed such agreements. In the event of any conflict between the terms of the 2015 Note Intercreditor Agreement and any of the other equitable remediesLoan Documents, the terms of the 2015 Note Intercreditor Agreement shall govern and control except as expressly set forth in the 2015 Note Intercreditor Agreement. In the event of any conflict between the terms of the Series G Guarantee Lien Acknowledgement and any of the other Loan Documents, the terms of the Series G Guarantee Lien Acknowledgement shall govern and control except as expressly set forth in the Series G Guarantee Lien Acknowledgement.

Authorization. All Each IVonyx Party has all requisite corporate power and ------------- authority, and has taken all corporate action on necessary, to execute and deliver this Agreement and the part other agreements, instruments, documents and certificates to be executed and delivered by any of the Company IVonyx Parties pursuant hereto (collectively, the "Ancillary Agreements") and to consummate the transactions -------------------- contemplated hereby and thereby and to perform its officers, directors obligations hereunder and stockholders necessary for the authorization, thereunder. The execution and delivery of this Agreement, Agreement and the performance of all obligations Ancillary Agreements by the IVonyx Parties and the consumption by the IVonyx Parties of the Company to be performed transactions contemplated hereby and thereby have been duly approved by it at or before their respective board of directors and stockholders (other than the Closings hereunderstockholders of IVonyx), and Acquisition Sub has been provided with documentation of such board and stockholder approvals. No corporate proceedings or other actions on the authorizationpart of any IVonyx Party are necessary to authorize this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby other than approval of this Agreement and the transactions contemplated hereby by the stockholders of IVonyx. Schedule 4.2(c) sets forth --------------- the voting rights that are sufficient to approve this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the IVonyx Parties and is, issuance (or reservation for issuance), sale and upon execution and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial ClosingAncillary Agreements, including the authorization and reservation each of the shares Ancillary Agreements will be, legal, valid and binding obligations of Common Stock to be issued upon exercise each of the Initial Warrant (the "Initial Warrant Shares")IVonyx Parties enforceable against each of them in accordance with their terms, in each case, except that as such enforceability may be limited by (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization and other similar laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and the general principles relating to the availability of specific performanceequity, injunctive relief, regardless of whether asserted in a proceeding in equity or other equitable remediesat law.

Authorization. Each of Existing Broadcom and New Broadcom has all requisite corporate power to enter into the Transaction Agreements to which it is a party and to carry out and perform its respective obligations under the terms of the Transaction Agreements. All corporate action on the part of the Company and Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations authorization of the Company to be performed by it at or before the Closings hereunderSecurities, and the authorization, execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated herein and therein, as applicable, has been taken. The execution, delivery and performance of the Transaction Agreements to which it is a party by each of Existing Broadcom and New Broadcom, the issuance (or reservation for issuance), sale and delivery of the Common Stock by New Broadcom upon conversion of the Notes and Warrants being sold hereunder in accordance with their terms and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation consummation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance other transactions contemplated herein and delivery of the Warrants being sold hereunder and the Warrant Shares may therein do not require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the any approval of the Company's ’s stockholders pursuant to Nasdaq Marketplace Rule 4350(i(other than such approval as has already been obtained); (iii) . Assuming this Agreement constitutes the number of Subsequent Warrant Shares issuable upon exercise legal and binding agreement of the Subsequent Warrants exceeds the number of authorizedPurchasers, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a legal, valid and legally binding obligation of each of Existing Broadcom and New Broadcom, enforceable against each of Existing Broadcom and New Broadcom 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). Upon their respective execution by the Company and the other parties thereto and assuming that they constitute legal and binding agreements of the other parties thereto, each of the Registration Rights Agreement, the Indenture and the Notes will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriummoratorium 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). The Board of Directors of the Company has approved this Agreement, the issuance of the Notes, and the Common Stock issuable upon conversion of the Notes, and the other laws transactions contemplated hereby and thereby for purposes of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to Rule 16b-3 under the availability of specific performance, injunctive relief, or other equitable remediesExchange Act.

Authorization. All corporate action on (a) VantageSouth has the part full legal power and authority to enter into this Agreement and the other agreements referenced herein to which it will be a party and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the other agreements referenced herein to which VantageSouth will be a party and the consummation of the Company transactions contemplated hereby and its officersthereby have been duly and validly approved by the Board of Directors of VantageSouth, directors and, will be duly approved by the shareholders of VantageSouth in accordance with all applicable Laws. This Agreement has been, and stockholders necessary for the other agreements referenced herein to which VantageSouth will be a party, when executed, will be, duly and validly executed and delivered by VantageSouth, and assuming due authorization, execution and delivery of this Agreementby Parent and Crescent Bank, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, is and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken or will be taken prior to the Initial Closing, including the authorization and reservation of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock and the holders of the Series Y Preferred Stock, and the filing of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, VantageSouth enforceable against VantageSouth in accordance with its terms, terms (except (i) as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws of general application applicability relating to or affecting enforcement creditors’ rights or by general equity principles). Other than the approval of creditors' rights generally this Agreement by the shareholders of VantageSouth, no other corporate proceedings are necessary for the execution and delivery by VantageSouth of this Agreement and the other agreements referenced herein to which it will be a party, the performance by it or them of its or their obligations hereunder and thereunder or the consummation by it or them of the transactions contemplated hereby and thereby. (b) Neither the execution and delivery by VantageSouth of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by VantageSouth with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Lien upon any of the material properties or assets of VantageSouth under any of the terms, conditions or provisions of (i) its articles of incorporation or bylaws (or similar governing documents) of VantageSouth or (ii) as limited any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which VantageSouth is a party or by laws and principles relating to the availability of specific performance, injunctive reliefwhich it may be bound, or other equitable remediesto which VantageSouth or any of the properties or assets, of VantageSouth may be subject, or (B) violate any law or regulation applicable to VantageSouth or any of its respective properties or assets except in the case of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be expected to have a Material Adverse Effect on VantageSouth or materially and adversely affect VantageSouth’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby.

Authorization. All corporate (a) The Parent Parties have all requisite power and authority to execute, deliver and perform this Agreement and the Additional Agreements to which they are or will be parties and to consummate the Transactions, in the case of Parent, subject to receipt of the Parent Shareholder Approval. The execution, delivery and performance by the Parent Parties of this Agreement and the Additional Agreements to which they are or will be a party, and the consummation by the Parent Parties of the Transactions have been duly authorized by all necessary action on the part of the Company and its officersParent Parties, directors and stockholders necessary for in the authorizationcase of Parent, subject to receipt of the Parent Shareholder Approval. This Agreement constitutes, and, upon the execution and delivery of this Agreementthereof, each Additional Agreement to which the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder and the Warrant Shares (as defined below) has been taken Parent Parties are or will be taken prior to a party will constitute, a valid and legally binding agreement of Parent Parties, enforceable against Parent Parties in accordance with its terms. (b) By resolutions duly adopted (and not thereafter modified or rescinded) by the Initial Closing, requisite vote of Parent’s Board of Directors (including the authorization transaction committee and reservation any other required committee or subgroup of the shares of Common Stock to be issued upon exercise of the Initial Warrant (the "Initial Warrant Shares"such board), except that (i) on behalf of itself and in Parent’s capacity as the issuance and delivery sole shareholder of the Warrants being sold hereunder and the Warrant Shares may require certain filings withMerger Sub, and the approval ofParent’s Board of Directors has, Nasdaq for the listing as of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend (i) declared the certificate of incorporation advisability of the Company to authorize an additional number of shares of Common Stock necessary to allow for Transactions, (ii) determined that the issuance Transactions are in the best interests of the Subsequent Warrant Shares will need to be takenParent Shareholders, including (iii) determined that the approval of Merger constitute a “Business Combination” as such an amendment by term is defined in the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; Parent Articles, and (iv) all corporate action necessary to effectuate the amendments recommended to the certificate of incorporation Parent Shareholders to adopt and approve each of the Company set forth on Exhibit F hereto will need to be taken, including Parent Proposals (the approval of such an amendment “Parent Board Recommendation”). (c) Approval by the Company's Board affirmative vote of Directors and the Company's stockholders, including the holders of the Series X Preferred Stock requisite number of Parent Ordinary Shares under the Parent Articles and the Cayman Companies Act, present in person or by proxy and entitled to vote thereon, and who vote at the Parent Shareholder Meeting (assuming a quorum is present) required to approve the Required Parent Proposals, the Director Election Proposal, and the Equity Plan Proposal (the approval of all of the Required Parent Proposals, the Director Election Proposal, and the Equity Plan Proposal, collectively, the “Parent Shareholder Approval”) are the only votes of the holders of any of Parent Ordinary Shares necessary for Parent to adopt this Agreement and approve the Series Y Preferred Stock, Merger and the filing of an instrument necessary to implement such an amendment with the Secretary of State consummation of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other equitable remediesTransactions.

Authorization. All As of the Closing Date, all corporate action on ------------- the part of the Company and Efficient, its officers, directors and stockholders shareholders necessary for the authorization, execution execution, delivery and delivery performance of this AgreementAgreement by Efficient, the performance of all obligations of the Company to be performed by it at or before the Closings hereunder, and the authorization, sale, issuance (or reservation for issuance), sale and delivery of the Notes and Warrants being sold hereunder the performance of Efficient's obligations under the terms of the Notes will have been taken. At the Closing, this Agreement and the Warrant Shares (as defined below) has been taken Notes shall constitute valid and binding obligations of Efficient enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, and rules of law governing specific performance, injunctive relief or other equitable remedies. As of the Closing Date, Efficient will be taken prior to have authorized and reserved for issuance the Initial Closingshares of Series I Preferred issuable upon conversion of the Notes, including the authorization and reservation of will have reserved for issuance the shares of Common Stock to be issued into which such Series I Preferred is convertible. The shares of Series I Preferred issuable upon exercise conversion of the Initial Warrant (the "Initial Warrant Shares"), except that (i) the issuance and delivery of the Warrants being sold hereunder and the Warrant Shares may require certain filings with, and the approval of, Nasdaq for the listing of the Warrant Shares; (ii) the issuance and delivery of the Subsequent Warrants being sold hereunder Notes and the shares of Common Stock to be issued upon exercise of the Subsequent Warrants (the "Subsequent Warrant Shares", together with the Initial Warrant Shares, the "Warrant Shares") requires the approval of the Company's stockholders pursuant to Nasdaq Marketplace Rule 4350(i); (iii) the number of Subsequent Warrant Shares issuable upon exercise of the Subsequent Warrants exceeds the number of authorized, unissued and unreserved shares of Common Stock on the date of this Agreement and, as a result, all corporate action necessary to amend the certificate of incorporation of the Company to authorize an additional number of shares of Common Stock necessary to allow for the issuance of the Subsequent Warrant Shares will need to be taken, including the approval of such an amendment by the Company's stockholders and the filing of an instrument necessary to implement such an amendment with the Secretary of State of Delaware; and (iv) all corporate action necessary to effectuate the amendments to the certificate of incorporation of the Company set forth on Exhibit F hereto will need to be taken, including the approval of such an amendment by the Company's Board of Directors and the Company's stockholders, including the holders conversion of the Series X I Preferred Stock will be validly issued, fully paid and the holders of the Series Y Preferred Stocknonassessable, and the filing will be free of an instrument necessary to implement such an amendment with the Secretary of State of the State of Delaware (the stockholder approvals specified in clauses (ii), (iii) and (iv) of this sentence shall constitute the "Required Stockholder Approvals"). This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited any liens or encumbrances created by applicable bankruptcy, insolvency, reorganization, moratoriumEfficient, and other will have the rights, preferences and privileges described in Efficient's Articles of Incorporation in effect at such time, provided, however, that the Securities may be subject to restrictions on -------- ------- transfer under state and/or federal securities laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws and principles relating to set forth herein or otherwise required at the availability of specific performance, injunctive relief, or other equitable remediestime a transfer is proposed.