Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. The Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action on the part of the Board of Directors of the Company is required to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. The Company has full the requisite corporate power and authority to execute and deliver this Agreementdeliver, to and perform its obligations hereunder under, this Agreement and to consummate the Merger and the other transactions contemplated herebyhereby and thereby under applicable law. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby, hereby and the performance by the Company of its obligations hereunder, thereby have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action on the part of the Board of Directors of the Company is required and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement and or to consummate the consummation by the Company of the Merger or other transactions contemplated herebyhereby and thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a legal, valid and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as to the extent that its enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to laws affecting the enforcement of creditors’ creditors rights generally and or by general principles of equityequitable principles.

Authority Relative to this Agreement. The Company has full all necessary corporate power and authority to execute and deliver this Agreement, the Transaction Documents to which it is a party and to perform its obligations hereunder thereunder and to consummate the transactions contemplated hereby. The execution and delivery of the Transaction Documents by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, thereby have been duly and validly authorized by all necessary corporate action by on the Board part of Directors of the Company, and no other action corporate proceedings on the part of the Board of Directors of the Company is required are necessary to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of Transaction Documents or to consummate the transactions contemplated herebythereby. This Agreement The Sole Member of Company has approved the Transaction Documents and the transactions contemplated thereby and declared their advisability. The Transaction Documents to which Company is a party have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubBuyer, constitutes constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its their terms, except as the enforceability thereof against Company may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganizationconveyance or transfer, moratorium or other similar Laws relating to laws affecting the enforcement of creditors’ rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has full the requisite corporate power and authority to execute and deliver this Agreementdeliver, to and perform its obligations hereunder and under, this Agreement and, subject to obtaining the necessary approval of its stockholders, to consummate the Merger and the other transactions contemplated herebyhereby under applicable law. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby, and the performance by the Company of its obligations hereunder, hereby have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action on the part of the Board of Directors of the Company is required and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement and or to consummate the consummation Merger or other transactions contemplated hereby (other than approval by the Company of the transactions contemplated herebyCompany's stockholders required by applicable law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as to the extent that its enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to laws affecting the enforcement of creditors’ creditors rights generally and or by general principles of equityequitable principles.

Authority Relative to this Agreement. The Company has full all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and and, to consummate the transactions contemplated herebyhereby (including the Merger). The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and hereby (including the performance by the Company of its obligations hereunder, Merger) have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other corporate action on the part of the Company (including the approval by its Board of Directors Directors, subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VII), and no other corporate proceedings on the part of the Company is required are necessary to authorize this Agreement or to consummate the executiontransactions contemplated hereby pursuant to the DGCL and the terms and conditions of this Agreement, delivery other than the giving of notice to the stockholders of the Company and performance the adoption of this Agreement and the consummation approval of the Merger by the Company stockholders of the transactions contemplated herebyCompany in accordance with the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, constitutes a legal, valid the legal and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar Laws relating to laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger and other transactions contemplated herebyhereby and thereby. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby, hereby and the performance by the Company of its obligations hereunder, thereby have been duly and validly authorized by all necessary action by the Board of Directors of the Company, Company and no other action corporate proceedings on the part of Company are necessary to authorize this Agreement or to consummate the Board Merger or other transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval of Directors Company's stockholders pursuant to Section 251(c) of the Company is required to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated herebyGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubPurchaser, constitutes a legal, valid and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as to the extent that its enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to laws affecting the enforcement of creditors’ ' rights generally and or by general principles of equityequitable or fiduciary principles.

Authority Relative to this Agreement. The Company has full the requisite corporate power and authority to execute enter into this Agreement and deliver the agreements and other documents to be entered into by it pursuant to this Agreement, Agreement and to perform its obligations hereunder pursuant to this Agreement and pursuant to consummate the transactions contemplated herebysuch agreements and documents. The execution and delivery of this Agreement and the agreements and other documents to be entered into by the Company of it under this Agreement and the consummation by the Company of the transactions contemplated hereby, by this Agreement and the performance by such other agreements and documents have been duly authorized by the Company of its obligations hereunder, have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action corporate proceedings on the part of the Board of Directors of the Company is required are necessary to authorize the execution, delivery and performance of this Agreement and the consummation agreements and other documents to be entered into by it pursuant to this Agreement other than the Company of the transactions contemplated herebyRequisite Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company Company, enforceable by Parent against the Company in accordance with its terms, except as the enforceability enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or insolvency and other similar applicable Laws relating to affecting the enforcement of creditors’ rights generally and by general principles subject to the qualification that equitable remedies may be granted only in the discretion of equitya court of competent jurisdiction.

Authority Relative to this Agreement. The Company has full the requisite corporate power and authority to execute enter into this Agreement and deliver the agreements and other documents to be entered into by it pursuant to this Agreement, Agreement and to perform its obligations hereunder pursuant to this Agreement and pursuant to consummate the transactions contemplated herebysuch agreements and documents. The execution and delivery of this Agreement and the agreements and other documents to be entered into by the Company of it under this Agreement and the consummation by the Company of the transactions contemplated hereby, by this Agreement and the performance by such other agreements and documents have been duly authorized by the Company of its obligations hereunder, have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action corporate proceedings on the part of the Board of Directors of the Company is required are necessary to authorize the execution, delivery and performance of this Agreement and the consummation agreements and other documents to be entered into by it pursuant to this Agreement other than the Company of the transactions contemplated herebyRequisite Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company Company, enforceable by Parent against the Company in accordance with its terms, except as the enforceability enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or insolvency and other similar applicable Laws relating to affecting the enforcement of creditors’ ' rights generally and by general principles subject to the qualification that equitable remedies may be granted only in the discretion of equitya court of competent jurisdiction.

Authority Relative to this Agreement. The Company has full the requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and approval of this Agreement by the holders of a majority of the outstanding Shares in accordance with the DGCL, to consummate the transactions contemplated hereby. The execution and delivery by the Company of this This Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, hereby have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action on the part of the Board of Directors of the Company is required and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the executiontransactions contemplated hereby (other than, delivery and performance with respect to the Merger, the approval of this Agreement and the consummation by the Company holders of a majority of the transactions contemplated herebyoutstanding Shares in accordance with the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation agreement of Parent and Purchaser, constitutes the valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as that the enforceability thereof enforcement hereof may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws laws now or hereafter in effect relating to the enforcement of creditors’ ' rights generally and by (ii) general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. The Company has full the requisite corporate power and authority to execute enter into this Agreement and deliver this Agreement, all documents and agreements contemplated herein to which it is or will be a party and to perform its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution and delivery of this Agreement by the Company of this Agreement and the consummation has been duly authorized by the Company board of directors of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action corporate proceedings of the Company on the part of the Board of Directors of Company or the Company is required Shareholders are necessary to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated herebyhereunder. This Agreement agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable by the Offeror against the Company in accordance with its terms, except as subject to the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to availability of equitable remedies and the enforcement of creditors’ rights generally generally. Except as disclosed in the Company Disclosure Letter, the execution and delivery by general principles the Company of equity.this Agreement and performance by it of its obligations hereunder and the transactions contemplated hereby, including, but not limited to, the making of the Offer by the Offeror, the taking up and payment for Shares deposited thereunder and any subsequent Second-Step Transaction carried out and consummated in accordance with the Applicable Laws, will not result in:

Authority Relative to this Agreement. The Company has full the requisite corporate power and authority to execute and deliver this Agreementdeliver, to and perform its obligations hereunder and under this Agreement and, subject to obtaining the necessary approval of its stockholders, to consummate the Merger and the other transactions contemplated herebyhereby under applicable law. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby, and the performance by the Company of its obligations hereunder, hereby have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action on the part of the Board of Directors of the Company is required and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the execution, delivery and performance of this Merger or other transactions contemplated hereby (other than approval by the Company’s stockholders as required by applicable law). This Agreement and the consummation by the Company of the transactions agreements contemplated hereby. This Agreement has hereby have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a legal, valid and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as to the extent that its enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to laws affecting the enforcement of creditors’ creditors rights generally and or by general principles of equityequitable principles.

Authority Relative to this Agreement. The Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby, and the performance by the Company of its obligations hereunder, hereby have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action on the part of the Board of Directors of the Company is required and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger and the consummation other transactions contemplated hereby (other than, with respect to the Merger, the approval of a majority of the outstanding shares of Company Common Stock at the Special Meeting or any adjournment thereof as required by the Company of the transactions contemplated herebyDelaware Act). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubSubco, constitutes a legal, valid and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as to the extent that its enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to laws affecting the enforcement of creditors’ ' rights generally and or by general principles of equityequitable principles.

Authority Relative to this Agreement. The Company has full all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and and, to consummate the transactions contemplated herebyhereby (including the Transaction). The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and hereby (including the performance by the Company of its obligations hereunder, Transaction) have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other corporate action on the part of the Company (including the approval by its Board of Directors Directors), and no other corporate proceedings on the part of the Company is required are necessary to authorize this Agreement or to consummate the executiontransactions contemplated hereby, delivery and performance other than the approval of this Agreement and the consummation Transaction by the Company a majority of the transactions contemplated herebyCompany's stockholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, constitutes a legal, valid the legal and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar Laws relating to laws affecting the enforcement of creditors’ ' rights generally and by general principles of equityequity and public policy.

Authority Relative to this Agreement. The Company has full all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and and, subject to obtaining the approval of the stockholders of the Company of the Merger (if required), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, hereby have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other corporate action on the part of the Board of Directors Company and no other corporate proceedings on the part of the Company is required are necessary to authorize this Agreement or to consummate the executiontransactions so contemplated, delivery and performance other than the adoption of this Agreement by holders of a majority of the outstanding shares of the Company Common Stock in accordance with Delaware Law and the consummation by Company Charter Documents, if required (the Company of the transactions contemplated hereby“Requisite Stockholder Approval”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid the legal and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. The Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger and other transactions expressly contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Merger and other transactions expressly contemplated hereby, and the performance by the Company of its obligations hereunder, hereby have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action on the part of the Board of Directors of the Company is required and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the execution, delivery and performance of Merger or other transactions expressly contemplated hereby (other than as contemplated by this Agreement and the consummation approval of the principal terms of the Merger by the Company affirmative vote of a majority of the transactions contemplated herebyoutstanding Company Shares entitled to vote pursuant to the CGCL (the "Requisite Company Vote")). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubParent, constitutes a legal, valid and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as to the extent that its enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to laws affecting the enforcement of creditors’ ' rights generally and or by general principles of equityequitable or fiduciary principles.

Authority Relative to this Agreement. The Company has full all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and and, to consummate the transactions contemplated herebyhereby (including the Transaction). The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and hereby (including the performance by the Company of its obligations hereunder, Transaction) have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other corporate action on the part of the Company (including the approval by its Board of Directors Directors), and no other corporate proceedings on the part of the Company is required are necessary to authorize this Agreement or to consummate the executiontransactions contemplated hereby, delivery and performance other than the approval of this Agreement and the consummation Transaction by the Company a majority of the transactions contemplated herebyCompany’s stockholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, constitutes a legal, valid the legal and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar Laws relating to laws affecting the enforcement of creditors’ rights generally and by general principles of equityequity and public policy.

Authority Relative to this Agreement. The Board of Directors of the Company has full declared the Merger advisable and the Company has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution and delivery by the Company of this This Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, hereby have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action on the part of the Board of Directors of the Company is required and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the execution, delivery and performance transactions contemplated hereby (other than the approval of this Agreement and the consummation Merger by the Company stockholders of the transactions contemplated herebyCompany in accordance with the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution valid and delivery hereof by binding agreement of Parent and Merger Sub, constitutes a legal, the valid and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except subject, as the enforceability thereof may be limited by to enforceability, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or reorganization and other similar Laws laws of general applicability relating to the enforcement of or affecting creditors’ ' rights generally and by to general principles of equity.

Authority Relative to this Agreement. The Company has full all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby. The execution and delivery by this Agreement to be consummated by the Company (the “Other Transactions”). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, Merger and the performance by the Company of its obligations hereunder, Other Transactions have been duly and validly authorized by all necessary action by the Board of Directors of the Companycorporate action, and no other action corporate proceedings on the part of the Board of Directors Company are necessary to authorize this Agreement or to consummate the Merger or such Other Transactions (other than the Stockholder Approval and the filing of the Company is required to authorize the execution, delivery and performance Certificate of this Agreement and the consummation by the Company of the transactions contemplated herebyMerger). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubCo, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as subject to the enforceability thereof may be limited by effect of any applicable bankruptcy, insolvency, insolvency (including all Law relating to fraudulent conveyancetransfers), reorganization, moratorium or other similar Laws relating to the enforcement of Law affecting creditors’ rights generally and by subject to the effect of general principles of equity.

Authority Relative to this Agreement. The Company has full the requisite corporate power and authority to execute enter into this Agreement and deliver this Agreement, all documents and agreements contemplated herein to which it is or will be a party and to perform its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution and delivery of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, have has been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action corporate proceedings on the part of the Board of Directors of the Company is required are necessary to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated herebyhereunder. This Agreement agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable by the Offeror against the Company in accordance with its terms, except as subject to the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to availability of equitable remedies and the enforcement of creditors’ rights generally generally. Except as disclosed in the Data Room Materials, the execution and delivery by general principles the Company of equity.this Agreement and performance by it of its obligations hereunder and the transactions contemplated hereby, including, but not limited to, the making of the Offer by the Offeror, the taking up and payment for Shares deposited thereunder and any subsequent Second-Step Transaction carried out and consummated in accordance with the Applicable Laws, will not result in:

Authority Relative to this Agreement. The Company has full all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to adoption of this Agreement by a majority of the issued and outstanding shares of Company Common Stock (the "Company Stockholder Approval"), to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, Transactions have been duly and validly authorized by all necessary corporate action by the Board of Directors of the Company, and no other action corporate proceedings on the part of the Board of Directors of the Company is required are necessary to authorize the execution, delivery and performance of this Agreement and or to consummate the consummation by the Transactions other than Company of the transactions contemplated herebyStockholder Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent News Corp. and Merger Sub, constitutes a the legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws laws relating to the enforcement of creditors’ ' rights generally and by general equitable principles to which the remedies of equityspecific performance and injunctive and similar forms of relief are subject and except that rights to indemnity hereunder may be subject to federal or state securities laws or the policies underlying such laws.

Authority Relative to this Agreement. The Company has full all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to adoption of this Agreement by the Required Company Vote (as defined in Section 3.13), to consummate the transactions contemplated herebyhereby (the "Transactions"). The execution and delivery of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, Transactions have been duly and validly authorized by all necessary corporate action by the Board of Directors of the Company, and no other action corporate proceedings on the part of the Board of Directors of the Company is required are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Transactions (other than (i) the Required Company Vote (as defined in Section 3.13) and (ii) the consummation by the Company of the transactions contemplated herebyMerger Filing). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by the Parent and Merger Sub, constitutes a the legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws laws relating to the enforcement of creditors’ creditors rights generally and by general equitable principles (regardless of equitywhether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. The Company has full corporate power and authority to execute to: (i) execute, deliver and deliver perform this Agreement, and each ancillary document which the Company has executed or delivered or is to perform its execute or deliver pursuant to this Agreement, and (ii) carry out the Company’s obligations hereunder and thereunder and, to consummate the transactions contemplated herebyhereby (including the Transactions). The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and hereby (including the performance by the Company of its obligations hereunder, Transactions) have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other corporate action on the part of the Company (including the approval by its Board of Directors Directors), and no other corporate proceedings on the part of the Company is required are necessary to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, constitutes a legal, valid the legal and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar Laws relating to laws affecting the enforcement of creditors’ rights generally and by general principles of equityrights.

Authority Relative to this Agreement. The Company has full all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyhereby (including the Merger). The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and hereby (including the performance by the Company of its obligations hereunder, Merger) have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other corporate action on the part of the Company (including the approval by its Board of Directors and Stockholders), and no other corporate proceedings on the part of the Company is required are necessary to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of or to consummate the transactions contemplated herebyhereby pursuant to the DGCL and the terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, constitutes a legal, valid the legal and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar Laws relating to laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. The Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger and the other transactions contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby, and the performance by the Company of its obligations hereunder, hereby have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action on the part of the Board of Directors of the Company is required and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger and the consummation other transactions contemplated hereby (other than the approval of a majority of the outstanding shares of Company Common Stock at the Company Special Meeting or any adjournment thereof as required by the Company of the transactions contemplated herebyDelaware Act). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubSubco, constitutes a legal, valid and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as to the extent that its enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to laws affecting the enforcement of creditors’ , rights generally and or by general principles of equityequitable principles.

Authority Relative to this Agreement. The Company has full all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, hereby have been duly and validly authorized by all necessary corporate action (including approval by the Company's Board of Directors which satisfies the requirement of Article 13.03(1) of the CompanyTBCA), and no other action corporate proceedings on the part of the Board of Directors Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than approval of the Company is required to authorize the execution, delivery and performance of this Merger Agreement and the consummation by the Company of the transactions contemplated herebyCompany's stockholders). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof of this Agreement by Parent Acquisition and Merger Subdue authorization, execution and delivery of the Guaranty by Supercanal, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws laws relating to the enforcement of creditors’ ' rights generally and by general principles of equity.

Authority Relative to this Agreement. The Company has full all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and and, subject to obtaining the approval of the Merger by Company Stockholders, to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement by Company and the consummation by the Company of the transactions contemplated hereby, and subject to obtaining the performance approval of the Merger by the Company of its obligations hereunderStockholders, have has been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other corporate action on the part of Company. No other corporate proceedings on the Board part of Directors Company are necessary to authorize this Agreement or, subject to obtaining the approval of the Merger by Company is required Stockholders, to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid legal and binding obligation of the Company Company, enforceable against the Company in accordance with its termsthe terms hereof, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws relating to the enforcement of laws affecting creditors’ rights generally and generally, or by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity), and to the extent any indemnification or contribution provisions thereof may be limited by applicable federal or state securities laws.

Authority Relative to this Agreement. The Company has full corporate power and authority to execute to: (i) execute, deliver and deliver perform this Agreement, and each ancillary document that the Company has executed or delivered or is to perform its execute or deliver pursuant to this Agreement, and (ii) carry out the Company’s obligations hereunder and thereunder and, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, hereby have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other corporate action on the part of the Board Company (including the approval by its board of Directors directors as required by Applicable Corporate Law), and no other corporate proceedings on the part of the Company is required are necessary to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, constitutes a legal, valid the legal and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar Laws relating to laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. The Company has full all necessary corporate power and authority to execute and deliver this AgreementAgreement and the Escrow Agreement (as defined in Section 8.01(c)), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Escrow Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, hereby and the performance by the Company of its obligations hereunder, thereby have been duly and validly authorized by all necessary action by the Board of Directors of the Companycorporate action, and no other action corporate proceedings on the part of the Board of Directors of the Company is required are necessary to authorize the execution, delivery and performance of this Agreement and or the consummation by the Company of Escrow Agreement or to consummate the transactions contemplated herebyhereby or thereby (other than the consent of Stockholders as set forth in Section 7.06 and the filing of the Certificate of Merger as required by the Delaware Code). This Agreement has been been, and the Escrow Agreement will be, duly and validly executed and delivered by the Company andCompany. This Agreement constitutes, and the Escrow Agreement, when executed and delivered as contemplated by this Agreement, will constitute, assuming the due authorization, execution and delivery hereof by Parent each of the other parties hereto and Merger Subthereto, constitutes a legal, valid and binding obligation obligations of the Company Company, enforceable against the Company it in accordance with its their respective terms, except as to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar Laws relating to laws affecting the enforcement of creditors’ ' rights generally and or by general principles of equityequitable principles.

Authority Relative to this Agreement. The Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger and other transactions expressly contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Merger and other transactions expressly contemplated hereby, and the performance by the Company of its obligations hereunder, hereby have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action on the part of the Board of Directors of the Company is required and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the execution, delivery and performance of Merger or other transactions expressly contemplated hereby (other than as contemplated by this Agreement and the consummation approval of the principal terms of the Merger by the Company affirmative vote of a majority of the transactions contemplated herebyoutstanding Company Shares entitled to vote pursuant to the CBCA (the "Requisite Company Vote(99))). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubParent, constitutes a legal, valid and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as to the extent that its enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to laws affecting the enforcement of creditors’ ' rights generally and or by general principles of equityequitable or fiduciary principles.

Authority Relative to this Agreement. The Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action on the part of the Board of Directors of the Company is required to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. The Company has full all necessary ------------------------------------ corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and and, subject to obtaining the approval of the stockholders of Company of the Merger (if required), to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by the Company of this Agreement by Company and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, hereby have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other corporate action on the part of Company and no other corporate proceedings on the Board part of Directors of the Company is required are necessary to authorize this Agreement or to consummate the execution, delivery transactions so contemplated (other than the approval and performance adoption of this Agreement and the consummation Merger by holders of a majority of the outstanding shares of Company Common Stock in accordance with Delaware Law and the Company of the transactions contemplated herebyCharter Documents, if required). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid constitute legal and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by subject to bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium or other and similar Laws laws of general applicability relating to the enforcement of creditors’ or affecting creditor rights generally and by for general principles of equityequitable principles.

Authority Relative to this Agreement. The Company has full all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and and, to consummate the transactions contemplated herebyhereby (including the Transaction). The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and hereby (including the performance by the Company of its obligations hereunder, Transaction) have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other corporate action on the part of Company (including the approval by its Board of Directors Directors), and no other corporate proceedings on the part of the Company is required are necessary to authorize this Agreement or to consummate the executiontransactions contemplated hereby, delivery and performance than the approval of this Agreement and the consummation Transaction by the Company a majority of the transactions contemplated herebyCompany's stockholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, constitutes a legal, valid the legal and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar Laws relating to laws affecting the enforcement of creditors’ ' rights generally and by general principles of equityequity and public policy.

Authority Relative to this Agreement. The Each of the Company and each Shareholder has full corporate all necessary power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation by the Company and the Shareholders of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, hereby have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action on the part of the Board Company and the Shareholders (including the approval by the Company’s board of Directors directors and shareholders), and no other proceedings on the part of the Company is required or any Shareholder are necessary to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of or to consummate the transactions contemplated herebyhereby pursuant to any applicable laws. This Agreement has been duly and validly executed and delivered by the Company and each Shareholder and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, constitutes a legal, valid the legal and binding obligation of the Company and the Shareholders, enforceable against the Company and the Shareholders in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar Laws relating to laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. The Company has full all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and and, to consummate the transactions contemplated herebyhereby (including the Pre-Amalgamation Exchange and the Amalgamation). The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, hereby (including the Pre-Amalgamation Exchange and the performance by the Company of its obligations hereunder, Amalgamation) have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other corporate action on the part of the Board of Directors Company and no other corporate proceedings on the part of the Company is required are necessary to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of or to consummate the transactions contemplated herebyhereby pursuant to Applicable Law and the terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, constitutes a legal, valid the legal and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar Laws relating to laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. The Company has full all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyon its part hereby to be consummated by the Company. The execution and delivery of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of on its obligations hereunder, part hereby have been duly and validly authorized by all necessary action by corporate action, and, other than the Board of Directors approval of the Company's shareholders as provided in Section 8.1(a) hereof, and no other action corporate proceedings on the part of the Board of Directors of the Company is required are necessary to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated on its part hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent Holding and Merger Sub, constitutes a the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its terms, except as to the extent that such enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar Laws relating to laws affecting the enforcement of creditors’ ' rights generally and or by general principles of equityequity principles.

Authority Relative to this Agreement. The Company has full the necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder approval of this Agreement and the transactions contemplated hereby by the Holders of the Company Common Stock, to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance hereby by the Company of its obligations hereunder, have been duly and validly authorized by all necessary action and approved by the Company's Board of Directors of the Company, and no other action corporate proceedings on the part of the Board of Directors of the Company is required are necessary to authorize or approve this Agreement or to consummate the executiontransactions contemplated hereby (other than, delivery and performance with respect to the Merger, the approval of this Agreement and the consummation by the Company necessary vote of the transactions contemplated herebyshareholders of the Company). This Agreement has been duly and validly executed and delivered by the Company andCompany, and assuming the due authorization, execution and delivery hereof by Parent and Merger SubSubsidiary, and subject to the stockholder approval referred to in the preceding sentence, constitutes a legal, the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, terms except as the such enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equityequity or principles applicable to creditors' rights generally.

Authority Relative to this Agreement. The Company has full corporate power and authority to execute to: (i) execute, deliver and deliver perform this Agreement, (ii) issue and sell the Conversion Shares to perform its the Purchasers hereunder, and (iii) carry out the Company’s obligations hereunder and thereunder and, to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, hereby have been duly and validly authorized by all necessary corporate action by on the Board of Directors part of the Company, and no other action corporate proceedings on the part of the Board of Directors of the Company is required are necessary to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, constitutes a legal, valid the legal and binding obligation of the Company Company, enforceable against the Company it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar Laws relating to affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. The Company has full all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyon its part hereby to be consummated by the Company. The execution and delivery of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of on its obligations hereunder, part hereby have been duly and validly authorized by all necessary action by corporate action, and, other than the Board of Directors approval of the CompanyCompanys shareholders as provided in Section8.1(a) hereof, and no other action corporate proceedings on the part of the Board of Directors of the Company is required are necessary to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated on its part hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent Davis and Merger Sub, constitutes a coxxxxxutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its terms, except as to the extent that such enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar Laws relating to laws affecting the enforcement of creditors’ creditors rights generally and or by general principles of equityequity principles.

Authority Relative to this Agreement. (a) The Company has full all the necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and obtaining Company Stockholder Approval, to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. The execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and, except for obtaining the Company Stockholder Approval, no other corporate action or corporate proceeding on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action on the part of the Board of Directors of the Company is required to authorize the execution, delivery and performance of this Agreement and the consummation by the Company it of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legalvalid, valid legal and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof that such enforcement may be limited by subject to (i) any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent transfer or other similar Laws relating to laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the enforcement effect of creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding of law or equity).

Authority Relative to this Agreement. The Company has full all necessary corporate power power, authority and authority capacity to execute enter into this Agreement and deliver all other agreements and instruments to be executed by the company as contemplated by this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated herebyunder such agreements and instruments. The execution and delivery of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, under this Agreement have been duly and validly authorized by all necessary action by the Board of Directors and except for obtaining Shareholder Approval, the Interim Order and the Final Order in the manner contemplated herein, no other corporate proceedings on its part are necessary to authorize this Agreement or the Arrangement, other than, with respect to the Circular and other matters relating thereto, the approval of the Company, and no other action on the part of the Board of Directors of the Company is required to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated herebyBoard. This Agreement has been duly and validly executed and delivered by the Company andCompany, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as subject to the qualification that such enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar Laws laws of general application relating to the enforcement or affecting rights of creditors’ rights generally creditors and by general principles of equitythat equitable remedies, including specific performance, are discretionary and may not be ordered.

Authority Relative to this Agreement. The Company is a corporation ------------------------------------ duly organized, validly existing and in good standing under the laws of Delaware. Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger and other transactions contemplated herebyhereby and thereby. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby, hereby and the performance by the Company of its obligations hereunder, thereby have been duly and validly authorized by all necessary action by the Board of Directors of the Company, Company and no other action corporate proceedings on the part of Company are necessary to authorize this Agreement or to consummate the Board Merger or other transactions contemplated hereby or thereby (other than, with respect to the Merger, the approval of Directors Company's stockholders pursuant to Section 251(c) of the Company is required to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated herebyGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubPurchaser, constitutes a legal, valid and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as to the extent that its enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to laws affecting the enforcement of creditors’ ' rights generally and or by general principles of equityequitable or fiduciary principles.

Authority Relative to this Agreement. The Company has full the requisite corporate power and authority capacity to execute enter into this Agreement and deliver this Agreement(subject to obtaining the Interim Order, the Final Order and approval of the Company Shareholders of the Company Resolution) to perform its obligations hereunder and to consummate the transactions contemplated herebyhereunder. The execution and delivery of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, under this Agreement have been duly and validly authorized by all necessary action by the Company Board of Directors of the Company, and no other action corporate Proceedings on the part of the Board of Directors of the Company is required are necessary to authorize the execution, execution and delivery and performance of this Agreement and or the consummation performance by the Company of its obligations under this Agreement or the transactions contemplated herebyArrangement pursuant to the Plan of Arrangement, other than the Interim Order, the Final Order, approval of the Company Board of the Company Circular and approval of the Company Resolution by Company Shareholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as subject to the qualification that such enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar Laws laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, may be granted only in the enforcement discretion of creditors’ rights generally and by general principles a court of equitycompetent jurisdiction.

Authority Relative to this Agreement. The Company has full corporate all requisite limited liability company power and authority to execute and deliver this Agreement, the other agreements contemplated hereby and any ancillary documents hereto and thereto to perform its obligations hereunder which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action on the part of the Board of Directors of the Company is required to authorize the execution, delivery and performance of this Agreement and the consummation by other agreements contemplated hereby to which the Company is a party have been duly authorized by all necessary limited liability company action and no other approval of any of the Company’s Affiliates or related persons (including equityholders, directors, officers and otherwise) is necessary for the Company to enter into this Agreement and any other agreements contemplated hereby or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the other agreements contemplated hereby to which the Company is a party have been duly and validly executed and delivered by the Company and, assuming and constitute the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation agreements of the Company Company, enforceable against the Company it in accordance with its their terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar Laws relating to the enforcement of laws affecting creditors’ rights generally and by general equitable principles (regardless of whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has full all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and and, subject to obtaining the approval of the shareholders of Company of the Merger, to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement by Company and the consummation by the Company of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, hereby have been duly and validly authorized by all necessary corporate action by on the Board part of Directors of the Company, and no other action corporate proceedings on the part of the Board of Directors of the Company is required are necessary to authorize this Agreement or to consummate the executiontransactions so contemplated (other than, delivery with respect to the Merger, the approval and performance adoption of this Agreement by the Required Shareholder Vote (as defined in Section 2.24) in accordance with the CGCL and the consummation by the Company of the transactions contemplated herebyCharter Documents). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid legal and binding obligation of the Company Company, enforceable against the Company in accordance with its termsthe terms hereof, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors' rights generally, or other similar Laws relating by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity), and to the enforcement of creditors’ rights generally and extent any indemnification or contribution provisions thereof may be limited by general principles of equityapplicable federal or state securities laws.

Authority Relative to this Agreement. The Company has full corporate all necessary power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and and, to consummate the transactions contemplated herebyhereby (including the Transaction). The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and hereby (including the performance by the Company of its obligations hereunder, Transaction) have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other corporate action on the part of Company (including the Board approval by its managers or managing members or other comparable governing body), and no other proceedings on the part of Directors of the Company is required are necessary to authorize this Agreement or to consummate the executiontransactions contemplated hereby, delivery and performance other than prior to the Closing the approval of this Agreement and the consummation Transaction by the Company Members holding 80% of the transactions contemplated herebyoutstanding Interests at the Closing. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, constitutes a legal, valid the legal and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar Laws relating to laws affecting the enforcement of creditors’ ' rights generally and by general principles of equityequity and public policy.

Authority Relative to this Agreement. (a) The Company has full all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to requisite shareholder approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company of this Agreement and the consummation by the Company of the Merger, the Asset Disposition and the other transactions contemplated hereby, and the performance by the Company of its obligations hereunder, hereby have been duly and validly authorized by all necessary action by the Board of Directors of the Companycorporate action, and no other action corporate proceedings on the part of the Board of Directors of the Company is required are necessary to authorize this Agreement or to consummate the execution, delivery and performance transactions so contemplated (other than the adoption of this Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the DGCL and the consummation by the Company Company's Certificate of the transactions contemplated herebyIncorporation and By-Laws). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent Parent, MergerCo and Merger Sub, Sub constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, (i) except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws laws affecting or relating to the enforcement of creditors’ ' rights generally and by (ii) subject to general principles of equity.

Authority Relative to this Agreement. The Company has full ------------------------------------ all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyhereby (including the Transaction). The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and hereby (including the performance by the Company of its obligations hereunder, Transaction) have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other corporate action on the part of Company (including the Board approval by its board of Directors directors), and no other corporate proceedings on the part of the Company is required (including the approval of the Company's stockholders) are necessary to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe Buyer, constitutes a legal, valid the legal and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or other similar Laws relating to laws affecting the enforcement of creditors’ ' rights generally and by general principles of equityequity and public policy.

Authority Relative to this Agreement. The Company has full the requisite corporate power and authority to execute enter into this Agreement and deliver this Agreement, all documents and agreements contemplated herein to which it is or will be a party and to perform its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution and delivery of this Agreement by the Company of this Agreement and the consummation has been duly authorized by the Company board of directors of the transactions contemplated hereby, and the performance by the Company of its obligations hereunder, have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action corporate proceedings of the Company on the part of the Board of Directors of Company or the Company is required Shareholders are necessary to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated herebyhereunder. This Agreement agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable by the Offeror against the Company in accordance with its terms, except as subject to the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to availability of equitable remedies and the enforcement of creditors’ ' rights generally generally. Except as disclosed in the Company Disclosure Letter, the execution and delivery by general principles the Company of equity.this Agreement and performance by it of its obligations hereunder and the transactions contemplated hereby, including, but not limited to, the making of the Offer by the Offeror, the taking up and payment for Shares deposited thereunder and any subsequent Second-Step Transaction carried out and consummated in accordance with the Applicable Laws, will not result in: