Common use of Authorization; Validity of Agreement Clause in Contracts

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, and performance by the Company hereof and the consummation by the Company of the Transactions have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance hereof by the Company and the consummation of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, and delivery hereof by the Parent and Merger Sub, is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)transactions contemplated hereby. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders Except for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLVote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubPurchaser, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, the The Company Board has taken all requisite action that is adopted such resolutions as are necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in provisions of Section 203 of the DGCL are inapplicable to the Merger and or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement. No Except for Section 203 of the DGCL (which has been rendered inapplicable), to the knowledge of the Company, no “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The adoption of this Agreement, the approval of the Merger, the execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except and has recommended that the stockholders of the Company approve this Agreement. Except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLVote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger Sub, is constitutes a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity. (b) Assuming the accuracy of Section 5.15, the ). The Company Board has taken all requisite action that is necessary so that to render the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 provisions of Sections 78.411 to 78.444, inclusive, of the DGCL are inapplicable to the Merger and any of the other TransactionsNRS, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to that would prohibit the Merger or any of other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger and the other Transactionstransactions contemplated by this Agreement, including the Consent Agreements and the transactions contemplated therebyStockholder Agreements.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)transactions contemplated hereby. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “"Company Board”"). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders Except for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLVote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubPurchaser, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ ' rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, the The Company Board has taken all requisite action that is adopted such resolutions as are necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in provisions of Section 203 of the DGCL are inapplicable to the Merger and or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement. No “Except for Section 203 of the DGCL (which has been rendered inapplicable), to the knowledge of the Company, no "moratorium,” “" "control share,” “" "fair price” " or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement.

Authorization; Validity of Agreement. (a) The Company Optionee has the requisite full corporate power and authority to execute and deliver this Agreement and the Contingent Payment Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by Optionee of this Agreement and the Company hereof Contingent Payment Agreement and the consummation by the Company of the Transactions have been duly authorized by the Board board of Directors directors of the Company (the “Company Board”). The Company Board has directed that this Agreement Optionee, and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings action on the part of the Company are Optionee is necessary to authorize the execution, delivery, execution and performance hereof delivery by Optionee of this Agreement or the Company and Contingent Payment Agreement or the consummation of the Transactions. This No vote of, or consent by, the holders of any class or series of stock or Voting Debt issued by Optionee is necessary to authorize the execution and delivery by Optionee of this Agreement or the Contingent Payment Agreement or the consummation by it of the Transactions. Each of this Agreement and the Contingent Payment Agreement has been duly executed and delivered by the Company Optionee, and, assuming the due and valid authorization, execution, execution and delivery hereof and thereof by the Parent and Merger Subeach other party thereto, is a valid and binding obligation of the CompanyOptionee, enforceable against the Company Optionee in accordance with its terms, terms except as such enforcement may be subject to or limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or conveyance and other similar Laws, now or hereafter in effect, relating to or laws of general application affecting enforcement of creditors’ rights and remedies generally and (ii) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 availability of the DGCL are inapplicable remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the Merger and any discretion of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyproceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company Brushy has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject to the approval and adoption of this Agreement by the affirmative vote stockholders of Brushy in accordance with the requisite holders DGCL and the Organizational Documents of the outstanding shares of Company Capital Stock (the “Company Required Vote”)Brushy. The execution, delivery, delivery and performance by the Company hereof Brushy of this Agreement and the consummation by the Company Brushy of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company Brushy (the “Company Brushy Board”). The Company Brushy Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the CompanyBrushy’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Brushy Required Vote and the filing of the Certificate of Merger pursuant to the DGCLVote, no other corporate proceedings on the part of the Company Brushy are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company Brushy and the consummation by Brushy of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Brushy and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by Lilis and the Parent and Merger Sub, is constitutes a valid and binding obligation of the Company, Brushy enforceable against the Company Brushy in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

Authorization; Validity of Agreement. (a) The Company Buyer has the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and each other Transaction Document executed or to be executed by the Buyer pursuant to the terms of this Agreement and to consummate the Transactions, subject to the approval transactions contemplated hereby and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)thereby. The execution, delivery, delivery and performance by the Company hereof and the consummation by the Company Buyer of the Transactions have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to other Transaction Documents and the Company’s stockholders for approval consummation of the transactions contemplated hereby and adoption at a meeting of such stockholders and, except for the approval thereby have been duly and adoption hereof validly authorized by the Company Required Vote and the filing board of directors of the Certificate of Merger pursuant to the DGCL, Buyer and no other corporate proceedings on the part of the Company Buyer are necessary to authorize the execution, delivery, delivery and performance hereof by of this Agreement and the Company and other Transaction Documents to which the Buyer is a party, or the consummation of the Transactionstransactions contemplated hereby and thereby. This Agreement has been been, and each other Transaction Document to which the Buyer is a party at Closing will be, duly executed and delivered by the Company and, assuming the due authorization, executionBuyer, and delivery hereof by this Agreement is, and each other Transaction Document to which the Parent and Merger Sub, Buyer is a party at the Closing will be a valid and binding obligation of the CompanyBuyer, enforceable against the Company it in accordance with its terms, except as such enforcement that the enforceability hereof may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, laws now or hereafter in effect, effect relating to or affecting creditors’ ' rights generally, and remedies generally and (ii) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between remedy of specific performance and injunctive and other forms of equitable relief may be subject to the Company equitable defenses and an “interested stockholder” as provided in Section 203 to the discretion of the DGCL are inapplicable to the Merger and court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyproceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company has Parent has, and upon formation each of Merger Sub I and Merger Sub II will have, the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject subject, with respect to the approval consummation of the First Merger, to the receipt of the Parent Shareholder Approval. The execution, delivery and adoption performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been, and upon execution and delivery of this Agreement by Merger Sub I and Merger Sub II, the execution, delivery and performance by each of Merger Sub I and Merger Sub II will have been, duly authorized by all necessary corporate or other action, except for the affirmative vote of the requisite holders representing more than 50% (in the case of clause (iii) below) or two-thirds (in the case of clauses (i) and (ii) below), as applicable, of the outstanding shares voting rights attached to Parent Ordinary Shares cast at Parent Shareholders’ Meeting, authorizing and approving: (i) the issuance of Company Capital Stock Parent Ordinary Shares in connection with the First Merger pursuant to L225-148 of the French Commercial Code, (ii) the “Company Required Vote”). The execution, delivery, and performance by issuance of Parent Ordinary Shares in respect of the Parent Depositary Shares to be delivered upon the conversion of the Company hereof Convertible Debt and (iii) the consummation by the Company election of the Transactions have been duly authorized by members of the Board of Directors of the Company contemplated by Section 5.13 (collectively, the “Company BoardParent Shareholder Approval”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing Upon receipt of the Certificate of Merger pursuant to the DGCLParent Shareholder Approval, no other corporate or other proceedings on the part of the Company are either Parent, Merger Sub I or Merger Sub II will be necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company any of Parent, Merger Sub I or Merger Sub II and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent, and, upon the Company execution and delivery by each of Merger Sub I and Merger Sub II, will have been duly and validly executed and delivered by each of Merger Sub I and Merger Sub II, and, assuming that this Agreement constitutes the due authorizationvalid and binding agreement of the Company, executionconstitutes (or, with respect to Merger Sub I and Merger Sub II, upon execution and delivery hereof by the Parent and Merger Sub, is will constitute) a valid and binding obligation agreement of the Companyeach of Parent, Merger Sub I and Merger Sub II enforceable against the Company such party in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

Authorization; Validity of Agreement. (a) The Company has Parent and Merger Sub have the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject subject, (i) with respect to the approval consummation of the Mergers, to the receipt of the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the affirmative vote sole stockholder of Merger Sub and (ii) with respect to the issuance of stock options under the Parent Stock Incentive Plan as contemplated by Section 5.11(f), the receipt of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)vote described in Section 4.25. The execution, delivery, delivery and performance by the Company hereof Parent and Merger Sub of this Agreement and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate or other action, except for the Parent Required Vote, and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Company (Second Merger and the “Company Board”)affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25. The Company Board has directed that Except for the Parent Required Vote, the adoption of this Agreement and the Transactions be submitted to transactions contemplated hereby by Parent as the Company’s stockholders for approval sole stockholder of Merger Sub and adoption at a meeting of such stockholders and, except for after the First Merger the approval and adoption hereof by Parent’s Board of Directors of the Company Required Vote Second Merger and the filing affirmative vote to increase the number of shares available under the Certificate of Merger pursuant to the DGCLParent Stock Incentive Plan as described in Section 4.25, no other corporate or other proceedings on the part of the Company are either Parent or Merger Sub will be necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company either of Parent or Merger Sub and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution, execution and delivery hereof of the Agreement by the Parent and Merger SubCompany, is constitutes a valid and binding obligation agreement of the Company, each of Parent and Merger Sub enforceable against the Company such party in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

Authorization; Validity of Agreement. (a) The Each Seller and MDL Group Company has the requisite corporate full power and authority to execute and deliver this Agreement and each of the other agreements delivered in connection herewith (the “Collateral Agreements”) to which it is a party and to consummate the Transactions, subject to the approval transactions contemplated hereby and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)thereby. The execution, delivery, delivery and performance by each Seller and MDL Group Company of this Agreement and the Collateral Agreements to which such Seller or MDL Group Company hereof is a party, and the consummation by the Company of the Transactions transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement by, and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the of, each Seller and MDL Group Company are necessary to authorize the execution, delivery, execution and performance hereof delivery by such Seller or MDL Group Company of this Agreement or the Company Collateral Agreements and the consummation by it of the Transactionstransactions contemplated hereby and thereby. This Agreement has been (and the Collateral Agreements will be) duly executed and delivered by the each Seller and MDL Group Company that is a party hereto and thereto and, assuming the due and valid authorization, execution, execution and delivery hereof thereof by Buyer, this Agreement constitutes (and the Parent Collateral Agreements, when executed and Merger Subdelivered will constitute) the legal, is a valid and binding obligation obligations of the each Seller and MDL Group Company, as applicable, enforceable against the Company them in accordance with its their respective terms, except as that (i) such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect remedy of general principles specific performance and injunctive and other forms of equity. (b) Assuming equitable relief may be subject to equitable defenses and to the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 discretion of the DGCL are inapplicable to the Merger and court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyproceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company Seller and each Seller Subsidiary, as appropriate, has the requisite corporate power and authority to execute and deliver this Agreement and all the agreements and documents contemplated hereby, to carry out its obligations hereunder and thereunder, and to consummate the Transactions, subject to the approval transactions contemplated hereby and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)thereby. The execution, delivery, delivery and performance by Seller and each Seller Subsidiary, as appropriate, of this Agreement, and all the Company hereof agreements and documents contemplated hereby and thereby, and the consummation by the Company it of the Transactions transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement all necessary corporate action, and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings action on the part of the Company are Seller or such Seller Subsidiary is necessary to authorize the executionexecution and delivery by Seller and such Seller Subsidiary as, deliveryappropriate, of this Agreement and performance hereof by all the Company agreements and documents contemplated hereby and thereby and the consummation by it of the Transactionstransactions contemplated hereby and thereby. This Agreement and each of the agreements and documents contemplated hereby has been duly executed and delivered by Seller and the Company andSeller Subsidiaries, as appropriate, and (assuming the due and valid authorization, execution, execution and delivery hereof by the Parent and Merger Sub, Purchaser) is a valid and binding obligation of Seller and the CompanySeller Subsidiaries, as appropriate, enforceable against Seller and the Company Seller Subsidiaries, as appropriate, in accordance with its terms, except as that (i) such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, laws now or hereafter in effect, relating to or effect affecting creditors’ ' rights and remedies generally and (ii) the effect remedy of general principles specific performance and injunctive and other forms of equity. (b) Assuming equitable relief may be subject to equitable defenses and to the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 discretion of the DGCL are inapplicable to the Merger and court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyproceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate (i) the transactions contemplated for the Initial Closing (the "First Tranche Transactions"), (ii) subject to the approval Shareholder Approval as contemplated by Section 6.3 hereof, the transactions contemplated for the Subsequent Closing (the "Second Tranche Transactions") and adoption of this Agreement (iii) the transactions contemplated by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)Ancillary Agreements to which it is a party. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly recommended by the Company of the Transactions have been Special Committee and duly authorized by the Board of Directors and, other than the Shareholder Approval of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLSecond Tranche Transactions, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, execution and performance hereof delivery of this Agreement and the Ancillary Agreements to which it is a party by the Company and the consummation of the Transactionstransactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubPurchasers, is a valid and binding obligation of the CompanyCompany in accordance with its terms. Each Ancillary Agreement to which it is a party, when executed and delivered, assuming due authorization, execution and delivery of such Ancillary Agreements by the counterparties thereto, will constitute a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject subject, (i) with respect to the approval and consummation of the First Merger, to adoption of this Agreement by the affirmative vote stockholders of the requisite holders Company in accordance with the DGCL and the certificate of incorporation and bylaws of the outstanding shares Company and (ii) with respect to the consummation of Company Capital Stock (the “Company Required Vote”)Second Merger, to approval of this Agreement and the Second Merger by the board of directors of Merger I Surviving Corporation and the adoption of this Agreement by Parent as the sole stockholder of Merger I Surviving Corporation in accordance with the DGCL and the certificate of incorporation and bylaws of Merger I Surviving Corporation. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof of this Agreement by the Company Required Vote and the filing holders of a majority of the Certificate outstanding shares of Merger pursuant to the DGCLCompany Common Stock, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubParent, is constitutes a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the The restrictions on “business combinations” between the Company and an “interested stockholder” as provided contained in Section 203 of the DGCL are inapplicable do not apply to the Merger and any First Merger. To the knowledge of the other TransactionsCompany, including the Consent Agreements and the transactions contemplated thereby. No no “moratorium,” “control share,” “fair price” or other antitakeover Laws laws are applicable to the First Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the Transactionstransactions contemplated hereby, subject subject, with respect to the approval and adoption of this Agreement by the affirmative vote consummation of the requisite holders Merger, to receipt of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except except, with respect to the consummation of the Merger, for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLVote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubBuyer, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, reorganization or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Neither Section 203 of the DGCL are inapplicable nor, to the Merger and any knowledge of the other TransactionsCompany, including the Consent Agreements and the transactions contemplated thereby. No any “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject to the approval and adoption of this Agreement by the affirmative vote stockholders of the requisite holders Company in accordance with the DGCL and the certificate of incorporation and bylaws of the outstanding shares of Company Capital Stock (the “Company Required Vote”)Company. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, assuming the accuracy of the representations made in Section 4.28, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLVote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger Sub, is constitutes a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity. (b) Assuming ). The Company’s Board of Directors has approved of Parent entering into the accuracy Voting Agreement, including for purposes of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyDGCL.

Authorization; Validity of Agreement. (a) The Company has Lilis and the Merger Sub have the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject to the approval and adoption of this Agreement by (i) the affirmative vote stockholders of Lilis and (ii) Lilis as the requisite holders sole stockholder of Merger Sub, in accordance with the outstanding shares DGCL and the Organizational Documents of Company Capital Stock (Lilis and the “Company Required Vote”)Merger Sub. The execution, delivery, delivery and performance by Lilis and the Company hereof Merger Sub of this Agreement and the consummation by Lilis and the Company Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company Lilis (the “Company Lilis Board”) and the Merger Sub (the “Merger Sub Board”), respectively. The Company Each of the Lilis Board and the Merger Sub Board has directed that this Agreement and the Transactions transactions contemplated hereby by be submitted to the Company’s its respective stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Lilis Required Vote and the filing approval of this Agreement and the transactions contemplated hereby by Lilis as the sole stockholder of the Certificate of Merger pursuant to the DGCLSub, no corporate or other, no other corporate proceedings on the part of either Lilis or the Company Merger Sub are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by either of Lilis or the Company Merger Sub and the consummation by Lilis and the Merger Sub of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Lilis and the Company Merger Sub and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubBrushy, is constitutes a valid and binding obligation of each of Lilis and the Company, Merger Sub enforceable against the Company such party in accordance with its terms, except as such enforcement may be subject to or limited by (ix) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (iiy) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

Authorization; Validity of Agreement. (a) The Company Such JBG Party and each of its Subsidiaries has the requisite corporate all necessary organizational power and authority to execute and deliver this Agreement Agreement, the JBG Contribution Agreement, the JBG Merger Agreements and each Ancillary Document to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by such JBG Party of this Agreement and the Company hereof execution, delivery and performance by such JBG Party or any of its Subsidiaries of each Ancillary Document to which such JBG Party or any such Subsidiary will be a party, and the consummation by the Company such JBG Party and each of its Subsidiaries of the Transactions Transactions, have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting general partner or managing member of such stockholders andJBG Party or each such Subsidiary (as applicable), except for the approval and adoption hereof by the Company Required Vote each other member or partner or committee of members or partners or their representatives (as applicable and the filing of the Certificate of Merger pursuant to the DGCLas necessary), and no other corporate proceedings organizational action on the part of the Company are such JBG Party or any of its Subsidiaries is necessary to authorize the executionexecution and delivery by such JBG Party or any of its Subsidiaries of this Agreement, delivery, and performance hereof by the Company any such Ancillary Document and the consummation by it of the Transactions. Each JBG Management Entity has obtained all required consents from its stockholders, board of directors or other governing body with respect to the Transactions to be effected by such JBG Management Entity pursuant to this Agreement, including the applicable merger to be effected by such JBG Management Entity, and true, complete and correct copy of such consents have been delivered to the Vornado Parties. This Agreement has been been, and each Ancillary Document to which it is contemplated that such JBG Party or any of its Subsidiaries will be party will be, duly executed and delivered by the Company such JBG Party or its Subsidiaries (as applicable) and, assuming the due and valid authorization, execution, execution and delivery hereof and thereof by each of the Parent and Merger SubVornado Parties party thereto, is or will be a valid and binding obligation of the Companysuch JBG Party or each such Subsidiary, enforceable against the Company such JBG Party or each such Subsidiary in accordance with its terms, except as such the enforcement hereof or thereof may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) Assuming the accuracy Pursuant to a valid power of Section 5.15attorney to be granted by each of its direct and indirect equityholders (as applicable), the Company Board has taken all requisite action that is necessary so that JBG Party designated as attorney in fact in such power of attorney will have full power and authority to execute and deliver the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger Partnership Agreement and any of the other TransactionsAncillary Document so executed and delivered by such JBG Party on each such equityholder’s behalf, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or execution and delivery by such JBG Party of such Ancillary Documents on any of the other Transactions, including the Consent Agreements such equityholder’s behalf will be binding on such Person as fully as if such Person had executed and the transactions contemplated therebydelivered such Ancillary Documents.

Authorization; Validity of Agreement. (a) The Company Each of the Buyer Parties has the requisite all necessary corporate or organizational power and authority to execute and deliver this Agreement and each Ancillary Document to be executed and delivered by it at the Closing, and subject to receipt of the Requisite Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by the Company hereof Buyer Parties of this Agreement and by each Buyer Party or the applicable Buyer Designees of each Ancillary Document to which it will be a party, and the consummation by the Company it of the Transactions Transactions, have been duly and validly authorized by (a) the Buyer Parent Board and (b) as the sole general partner of Directors Buyer OP and a holder of the Company (the “Company Board”). The Company Board has directed that this Agreement Buyer OP Units, Buyer Parent, and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings or partnership action on the part of the Company are Buyer Parent or Buyer OP is necessary to authorize the executionexecution and delivery by Buyer Parent or Buyer OP of this Agreement, deliveryany such Ancillary Document, and performance hereof by the Company and the consummation by it of the Transactions, subject, in the case of the Equity Issuance, to the approval of the Equity Issuance by the Requisite Stockholder Approval. This Agreement has been been, and each Ancillary Document to which it is contemplated that the Buyer Parties or the Buyer Designees will be a party will be, duly executed and delivered by each of the Company Buyer Parties and the Buyer Designees (as applicable) and, assuming the due and valid authorization, execution, execution and delivery hereof and thereof by each of the Parent and Merger SubSeller Parties party thereto, is or will be a valid and binding obligation of each of the Company, Buyer Parties and the Buyer Designees (as applicable) enforceable against such Buyer Parties and the Company Buyer Designees (as applicable) in accordance with its terms, except as such that the enforcement hereof may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

Authorization; Validity of Agreement. (a) The Company Each of Purchaser and Sub has the requisite corporate power and authority to execute and deliver this Agreement and each of the Related Documents to which it is, or is specified to be, a party and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by the Company hereof Purchaser and Sub of this Agreement and each such Related Document and the consummation by the Company of the Transactions have been or, in the case of such Related Documents, will be prior to the Closing, duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement Purchaser and the Transactions be submitted to the Company’s stockholders for approval Board of Directors of Sub, and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings action on the part of the Company are Purchaser or Sub 21 is necessary to authorize the execution, delivery, execution and performance hereof delivery by the Company Purchaser and Sub of this Agreement and such Related Documents or the consummation of the Transactions. No vote of, or consent by, the holders of any class or series of stock or other equity issued by Purchaser or Sub is necessary to authorize the execution and delivery by Purchaser or Sub of this Agreement and such Related Documents or the consummation by it of the Transactions. This Agreement has been been, and each of such Related Documents will be on or prior to the Closing, duly executed and delivered by the Company Purchaser and Sub, and, assuming the due and valid authorization, execution, execution and delivery hereof and thereof by the Parent other parties hereto and Merger Subthereto, is is, or in the case of such Related Documents, will be, a valid and binding obligation of the CompanyPurchaser and Sub, enforceable against the Company Purchaser and Sub in accordance with its terms, respective terms except (a) as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or conveyance and other similar Laws, now or hereafter in effect, relating to or laws of general application affecting enforcement of creditors’ ' rights and remedies generally and (iib) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 availability of the DGCL are inapplicable remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the Merger and any discretion of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyproceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company Buyer has the requisite full corporate power and authority to execute and deliver this Agreement and the Escrow Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by Buyer of this Agreement and the Company hereof Escrow Agreement and the consummation by the Company of the Transactions have been duly authorized by the Board board of Directors directors of Buyer, and no other corporate action on the Company (part of Buyer is necessary to authorize the “Company Board”). The Company Board has directed that execution and delivery by Buyer of this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance hereof by the Company and Escrow Agreement or the consummation of the Transactions. No vote of, or consent by, the holders of any class or series of stock issued by Buyer is necessary to authorize the execution and delivery by Buyer of this Agreement and the Escrow Agreement or the consummation by it of the Transactions. This Agreement has and the Escrow Agreement have been duly executed and delivered by the Company Buyer, and, assuming the due and valid authorization, execution, execution and delivery hereof and thereof by Sellers, the Parent Company, the Escrow Agent (as applicable) and Merger Subthe Sellers’ Representative, is a are valid and binding obligation obligations of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms, terms except (a) as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or conveyance and other similar Laws, now or hereafter in effect, relating to or laws of general application affecting enforcement of creditors’ rights and remedies generally and (iib) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 availability of the DGCL are inapplicable remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the Merger and any discretion of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyproceeding therefore may be brought.

Authorization; Validity of Agreement. (a) The Company Each of ------------------------------------ Purchaser and Guarantor has the requisite full corporate power and authority to execute and deliver this Agreement and, to the extent applicable, the Ancillary Agreements and to consummate the Transactions, subject to the approval transactions contemplated hereby and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)thereby. The execution, delivery, delivery and performance by each of Purchaser and Guarantor of this Agreement and, to the Company hereof extent applicable, the Ancillary Agreements, and the consummation by the Company of the Transactions transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company Purchaser and Guarantor are necessary to authorize the executionexecution and delivery by Purchaser and Guarantor of this Agreement or, deliveryto the extent applicable, and performance hereof by the Company Ancillary Agreements and the consummation by it of the Transactionstransactions contemplated hereby and thereby. This Agreement has been been, and upon execution thereof, to the extent applicable, each Ancillary Agreement will be, duly executed and delivered by the Company and, each of Purchaser and Guarantor and (assuming the due and valid authorization, execution, execution and delivery hereof and thereof by Seller), to the Parent and Merger Subextent applicable, is a valid and binding obligation of the Company, each of Purchaser and Guarantor enforceable against the Company it in accordance with its terms, except as that (a) such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Lawslaws, now or hereafter in effect, relating to or affecting creditors’ ' rights and remedies generally and (iib) the effect remedy of general principles specific performance and injunctive and other forms of equity. (b) Assuming equitable relief may be subject to equitable defenses and to the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 discretion of the DGCL are inapplicable to the Merger and court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyproceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Subject to obtaining the requisite approval of the Company Members to consummation of the Transaction, the Company has the requisite corporate full power and authority and has taken all requisite action to execute execute, deliver and deliver perform this Agreement and each of the documents and instruments required to be entered into pursuant to this Agreement (including without limitation the Certificate of Merger) (the “Ancillary Agreements”, and together with this Agreement, the “Transaction Documents”), and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)Transaction. The execution, delivery, delivery and performance by the Company hereof of the Transaction Documents, and the consummation by the Company of the Transactions Transaction contemplated hereby and thereby, have been duly and validly authorized by the Board of Directors Managers of the Company, is subject to the affirmative vote of at least a majority of the Membership Interests, and such authorization has not been withdrawn or amended in any manner. In this regard the requisite approval of the Board of Managers of the Company (the “was obtained at a Board of Managers meeting held on October 25, 2004. Company Board”)Members are not required to vote by class. The Company Board has directed that Assuming due and valid authorization, execution and delivery of this Agreement by Buyer and Parent, this Agreement is the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders andlegal, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance hereof by the Company and the consummation of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, and delivery hereof by the Parent and Merger Sub, is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by for the effect of (i) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Lawslaws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally generally; and (ii) the effect remedy of general principles specific performance and injunctive and other forms of equity. (b) Assuming equitable relief and equitable defenses and the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 discretion of the DGCL are inapplicable to the Merger and court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyproceeding therefore may be brought.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)transactions contemplated hereby. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders for such purpose (the “Company Stockholder Meeting”) and, except for the approval and adoption hereof of this Agreement by the Company Required Vote and the filing holders of a majority in voting power of the Certificate outstanding shares of Merger pursuant to Company Common Stock and Company Convertible Preferred Stock, voting together as a single class (the DGCL“Company Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent Parent, Merlin Holdco and Merger Sub, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Lawslaws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity). (b) Assuming the accuracy of the representations in the penultimate sentence of Section 5.154.4(b), the Company Board has taken all requisite action that is adopted such resolutions as are necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided combinations set forth in Section 203 of the DGCL are inapplicable to the Merger and or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement. No Except for Section 203 of the DGCL, no “moratorium,” “control share,” “fair price” or other antitakeover Laws laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the Transactionstransactions contemplated hereby, subject subject, with respect to the approval and adoption of this Agreement by the affirmative vote consummation of the requisite holders Merger, to the Company Required Vote and the Series A Lead Investor Consent and assuming the accuracy of the outstanding shares representations and warranties of Company Capital Stock (the “Company Required Vote”)Parent and Merger Sub set forth in Section 4.8. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except except, with respect to the consummation of the Merger, for the approval and adoption hereof by the Company Required Vote and the filing consents and/or approvals of the holders of the Series A Preferred Stock in accordance with the terms of the Certificate of Designations (the “Series A Lead Investor Consent”) and assuming the accuracy of the representations and warranties of Parent and Merger pursuant to the DGCLSub in Section 4.8, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger Sub, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, reorganization or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

Authorization; Validity of Agreement. (a) The Company Seller has the requisite full corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and to consummate the Contemplated Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by the Company hereof and the consummation by the Company Seller of the Transactions have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted Ancillary Agreements to which Seller is a party, and the Company’s stockholders for approval consummation of the Contemplated Transactions, have been duly and adoption at a meeting of such stockholders and, except validly authorized by the Seller Board. Except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLSeller Stockholder Approval, no other corporate proceedings on the part of the Company Seller are necessary to authorize the execution, delivery, and delivery or performance hereof by Seller of this Agreement or any Ancillary Agreement or to consummate the Company and the consummation of the Contemplated Transactions. This Agreement has been (and the Ancillary Agreements will be) duly executed and delivered by the Company Seller and, assuming the due and valid authorization, execution, execution and delivery hereof thereof by Buyer, this Agreement constitutes (and the Parent Ancillary Agreements, when executed and Merger Subdelivered will constitute) the legal, is a valid and binding obligation obligations of the Company, Seller enforceable against the Company Seller in accordance with its their respective terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other reorganization, moratorium and similar Laws, now or hereafter in effect, Applicable Laws relating to or affecting creditors’ rights generally and remedies generally to general principles of equity (regardless of whether enforcement is sought at law or in equity). The Seller Board, at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair to and in the best interests of Seller’s stockholders and (ii) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company approved and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements adopted this Agreement and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable Contemplated Transactions and unanimously resolved to the Merger or any of the other Transactions, including the Consent Agreements recommend that Seller’s stockholders approve and adopt this Agreement and the transactions contemplated therebyContemplated Transactions at the Seller Stockholder Meeting.

Authorization; Validity of Agreement. (a) The Company Purchaser has the requisite full ------------------------------------ corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party and to consummate the Transactions, subject to Transactions and the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)other transactions contemplated thereby. The execution, delivery, delivery and performance by Purchaser of this Agreement and the Company hereof other Transaction Documents to which it is or will be a party and the consummation by the Company of the Transactions have been or will be duly authorized by the Board of Directors of Purchaser, and no other corporate action on the Company (part of Purchaser is or will be necessary to authorize the “Company Board”). The Company Board has directed that execution and delivery by Purchaser of this Agreement and the other Transaction Documents to which it is or will be a party or the consummation of the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing other transactions contemplated thereby. No vote of, or consent by, the holders of the Certificate any class or series of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are stock issued by Purchaser is necessary to authorize the execution, delivery, execution and performance hereof delivery by the Company Purchaser of this Agreement and the other Transaction Documents to which it is or will be a party or the consummation by it of the TransactionsTransactions and the other transactions contemplated thereby. This Agreement has and the other Transaction Documents to which it is or will be a party have been or will be duly executed and delivered by the Company Purchaser, and, assuming the due and valid authorization, execution, execution and delivery hereof by the Parent and Merger SubSeller, is a are or will be valid and binding obligation obligations of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with its terms, their terms except (a) as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or conveyance and other similar Laws, now or hereafter in effect, relating to or laws of general application affecting enforcement of creditors’ ' rights and remedies generally and (iib) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 availability of the DGCL are inapplicable remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the Merger and any discretion of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyproceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby, subject to to, in the approval and adoption case of this Agreement by the affirmative vote consummation of the requisite holders Merger, approvals of the outstanding shares of Company Capital Stock (the “Company Required Vote”)its stockholders as contemplated by Section 5.6. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the Company’s 's stockholders for approval and adoption at a meeting of such stockholders and, except for (i) setting the record date and the meeting date for the Stockholders' Meeting and (ii) the approval and adoption hereof of this Agreement by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger Subthe Purchaser, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as that such enforcement may be subject to or limited by enforceability (i) applicable may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now laws affecting or hereafter in effect, relating to or affecting the enforcement of creditors’ ' rights and remedies generally and (ii) the effect of is subject to general principles of equityequity (regardless of whether considered in a proceeding in equity or at law). (b) Assuming the accuracy of Section 5.15, the Company The Board has taken adopted all requisite action that is resolutions necessary so that under the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 sections of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws NRS that are applicable to the Merger or any of the other Transactionstransactions contemplated by this Agreement. Assuming that the representations and warranties of Parent and the Purchaser contained in Section 4.7 are true and correct and that Parent and the Purchaser are in full compliance with the covenants contained in Section 5.10, including no "moratorium," "control share," "fair price" or other antitakeover laws are applicable to the Consent Agreements Merger or any of the other transactions contemplated by this Agreement. (c) Under applicable Law, the articles of incorporation and bylaws of the Company, and this Agreement, the affirmative vote of the holders of a majority of the voting power of the outstanding Shares, voting as a single class (the "Required Vote"), is the only vote of the Company's stockholders required to approve this Agreement and the transactions contemplated therebyhereby. (d) The Board, at a meeting duly called and held, unanimously (i) determined that this Agreement, the Merger, and the transactions contemplated hereby are fair to, and in the best interests of, the Company and its stockholders, (ii) adopted this Agreement, the Merger, and transactions contemplated hereby and (iii) recommended approval of this Agreement, the Merger, and the transactions contemplated hereby by the stockholders of the Company. (e) Notwithstanding any representations or warranties of the Company or any other provisions contained in this Agreement, pursuant to NRS 92A.120(10), the Board has an express obligation to cancel the contemplated meeting of the Company's stockholders or remove this Agreement and the Merger from consideration at such meeting if the Board determines that it is not advisable to submit this Agreement or the Merger to the Company's stockholders for approval; no such representations, warranties, or other provisions shall operate to abrogate or limit the Board's express or implicit duties and responsibilities under such NRS provision.

Authorization; Validity of Agreement. (a) The Company has Parent, Merlin Holdco and Merger Sub have the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)transactions contemplated hereby. The execution, delivery, delivery and performance by the Company hereof Parent, Merlin Holdco and Merger Sub of this Agreement and the consummation by the Company Parent, Merlin Holdco and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company Parent (the “Company Parent Board”), the Board of Directors of Merlin Holdco and the Board of Directors of Merger Sub. The Company Board has directed that Except for the required approval, in accordance with the rules of the TSX, of the issuance of Parent Common Shares in connection with this Agreement and by a majority of the Transactions be submitted to the Company’s stockholders for approval and adoption votes cast on such matter at a meeting of the shareholders of Parent duly called and held for such stockholders andpurpose (the “Parent Shareholder Approval”) and the adoption of this Agreement by Merlin Holdco, except for in its capacity as sole stockholder of Merger Sub (which such adoption will be obtained by written consent immediately following the approval execution and adoption hereof delivery of this Agreement by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLparties hereto), no other corporate proceedings on the part of the Company are Parent, Merlin Holdco or Merger Sub is necessary to authorize the executionperformance of this Agreement by Parent, delivery, Merlin Holdco and performance hereof by the Company Merger Sub and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company Parent, Merlin Holdco and Merger Sub and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubCompany, is a valid and binding obligation of the CompanyParent, Merlin Holdco and Merger Sub enforceable against the Company Parent, Merlin Holdco and Merger Sub in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Lawslaws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity). (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are Law is applicable to the Merger or any of the other Transactionstransactions contemplated by this Agreement. None of Parent, including Merlin Holdco, Merger Sub nor any of their respective affiliates is, nor at any time during the Consent Agreements last three years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL. As of the date of this Agreement, none of Parent, Merlin Holdco nor any of their respective Subsidiaries beneficially owns, directly or indirectly, any Company Common Stock, Company Convertible Preferred Stock or other securities convertible into, exchangeable for or exercisable for Company Common Stock or any securities of any Subsidiary of the Company and none of Parent, Merlin Holdco, Merger Sub nor any of their respective Subsidiaries has any rights to acquire any Company Common Stock or Company Convertible Preferred Stock except pursuant to this Agreement. (c) The Board of Directors of Merger Sub, by written consent duly adopted prior to the date hereof, has (i) determined that this Agreement and the Merger are advisable and fair to and in the best interests of Merger Sub and its stockholder, (ii) duly approved and adopted this Agreement, the Merger and the other transactions contemplated therebyhereby, which adoption has not been rescinded or modified and (iii) submitted this Agreement for adoption by Merlin Holdco, as the sole stockholder of Merger Sub. Merlin Holdco, as the sole stockholder of Merger Sub, has duly approved and adopted this Agreement, the Merger and the other transactions contemplated hereby, which approval has not been rescinded or modified.

Authorization; Validity of Agreement. (a) The Company SFEG has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital SFEG Common Stock (the “Company SFEG Required Vote”). The execution, delivery, and performance by the Company SFEG hereof and the consummation by the Company SFEG of the Transactions have been duly authorized by the Board of Directors of the Company SFEG (the “Company SFEG Board”). The Company SFEG Board has directed that this Agreement and the Transactions be submitted to the CompanySFEG’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company SFEG Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company SFEG are necessary to authorize the execution, delivery, and performance hereof by the Company SFEG and the consummation of the Transactions. This Agreement has been duly executed and delivered by the Company SFEG and, assuming the due authorization, execution, and delivery hereof by the Parent IGS and Merger Sub, is a valid and binding obligation of the CompanySFEG, enforceable against the Company SFEG in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.155.14, the Company SFEG Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company SFEG and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

Authorization; Validity of Agreement. (a) The Company Each of Purchaser and Guarantor has the requisite full corporate power and authority to execute and deliver this Agreement and, to the extent applicable, the Ancillary Agreements and to consummate the Transactions, subject to the approval transactions contemplated hereby and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)thereby. The execution, delivery, delivery and performance by each of Purchaser and Guarantor of this Agreement and, to the Company hereof extent applicable, the Ancillary Agreements, and the consummation by the Company of the Transactions transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company Purchaser and Guarantor are necessary to authorize the executionexecution and delivery by Purchaser and Guarantor of this Agreement or, deliveryto the extent applicable, and performance hereof by the Company Ancillary Agreements and the consummation by it of the Transactionstransactions contemplated hereby and thereby. This Agreement has been been, and upon execution thereof, to the extent applicable, each Ancillary Agreement will be, duly executed and delivered by the Company and, each of Purchaser and Guarantor and (assuming the due and valid authorization, execution, execution and delivery hereof and thereof by Seller), to the Parent and Merger Subextent applicable, is a valid and binding obligation of the Company, each of Purchaser and Guarantor enforceable against the Company it in accordance with its terms, except as that (a) such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Lawslaws, now or hereafter in effect, relating to or affecting creditors’ ' rights and remedies generally and (iib) the effect remedy of general principles specific performance and injunctive and other forms of equity. (b) Assuming equitable relief may be subject to equitable defenses and to the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 discretion of the DGCL are inapplicable to the Merger and court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyproceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company ▇▇▇▇▇ has the requisite corporate power and authority to execute and deliver deliver, and perform its obligations under, this Agreement and the other Transaction Documents to which ▇▇▇▇▇ is contemplated hereunder to be a party or will otherwise be a party and to consummate the Transactions, subject to the approval Transactions hereunder and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)thereunder. The execution, delivery, delivery and performance by Buyer of this Agreement and the Company hereof other Transaction Documents to which ▇▇▇▇▇ is contemplated hereunder to be a party or will otherwise be a party, and the consummation by the Company Buyer of the Transactions hereunder and thereunder, have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no all necessary corporate or other corporate proceedings on the part of the Company are Buyer necessary to authorize the Buyer’s execution, delivery, delivery and performance hereof by the Company and of this Agreement or any other Transaction Document to which ▇▇▇▇▇ is contemplated hereunder to be a party or will otherwise be a party or the consummation by ▇▇▇▇▇ of the TransactionsTransactions hereunder or thereunder. This Agreement and each other Transaction Document to which ▇▇▇▇▇ is contemplated hereunder to be a party or will otherwise be a party has been (or, in the case of any Transaction Document to be executed and delivered by Buyer in connection with the Closing, will be) duly executed and delivered by the Company and, assuming ▇▇▇▇▇. Assuming the due and valid authorization, execution, execution and delivery hereof by each other party hereto and thereto of this Agreement and any other Transaction Document to which ▇▇▇▇▇ is contemplated hereunder to be a party or will otherwise be a party, this Agreement and each such other Transaction Documents to which ▇▇▇▇▇ is contemplated to be a party hereunder or will otherwise be a party constitutes (or, in the Parent case of any Transaction Document to be executed and Merger Subdelivered by Seller as in connection with the Closing, is a will constitute) legal, valid and binding obligation obligations of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms, except as that (a) such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights generally; and remedies generally and (ii) the effect of general principles of equity. (b) Assuming the accuracy remedy of Section 5.15, specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 discretion of the DGCL are inapplicable to the Merger and court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyProceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company Seller has the all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, as applicable, and to perform its obligations hereunder and thereunder and to consummate the Transactions, subject . has the legal capacity and all requisite power and authority to the approval enter into and adoption perform all of his obligations under this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)Agreement. The execution, delivery, delivery and performance by Seller of this Agreement and the Company hereof Ancillary Agreements and the consummation by the Company Seller of the Transactions have been duly authorized by the Seller's Board of Directors and stockholders, and no other action on the part of Seller is necessary to authorize the Company (the “Company Board”). The Company Board has directed that execution and delivery by Seller of this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance hereof by the Company and Ancillary Agreements or the consummation by Seller of the Transactions. This Agreement has been, and the Ancillary Agreements and all other Seller Transaction Deliveries, have been or will be duly executed and delivered by the Company andSeller or Hussain, as applicable, and assuming the due and valid authorization, executionexecution and delivery thereof by Purchaser, this Agreement, and delivery hereof by the Parent Ancillary Agreements and Merger Suball other Seller Transaction Deliveries are or will be, is a as applicable, legal, valid and binding obligation obligations of the Companyeach of them, enforceable against the Company each of them in accordance with its terms, their terms except as such enforcement may be subject to or limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or conveyance and other similar Laws, now or hereafter in effect, relating to or laws of general application affecting enforcement of creditors’ ' rights and remedies generally and (ii) as limited by laws relating to the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 availability of the DGCL are inapplicable remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the Merger and any discretion of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyproceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company Purchaser has the requisite corporate or other legal entity power and authority to execute execute, deliver and deliver this (subject, in relation to Closing and borrowing under the Loan Agreement only, to the Purchaser Shareholder Approval and Admission) perform the Transaction Documents and the AISA Share Transfer Agreement and to consummate the TransactionsClosing. The board of directors of Purchaser (or a duly authorized committee thereof) has by resolution (i) approved the transactions contemplated by this Agreement, the Loan Agreement and the Placement Agreement; (ii) determined that such transactions are in the best interests of Purchaser; (iii) determined that it will propose, for the approval of Purchaser's shareholders, the transactions contemplated by this Agreement and the Loan Agreement and, subject to Purchaser's directors' fiduciary duties, recommend that such shareholders approve such transactions; and (iv) approved the approval and adoption issuance of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)a public announcement in relation to such transactions. The execution, deliverydelivery and (subject, in relation to Closing and borrowing under the Loan Agreement only, to the Purchaser Shareholder Approval and Admission) performance by Purchaser of the Company hereof and Transaction Documents, the AISA Share Transfer Agreement, the Loan Agreement, Placement Agreement, the issuance of the Purchaser Shares, the consummation by the Company Purchaser of the Transactions have been duly authorized Closing and consummation of the transactions contemplated by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Loan Agreement and the Transactions be submitted to Placement Agreement have been (or, in the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing case of the Certificate AISA Share Transfer Agreement, at Closing will have been) duly approved by resolution of Merger pursuant to the DGCL, board of directors of Purchaser (or by a duly authorized committee thereof) and no other corporate proceedings action on the part of Purchaser is (or, in the Company are case of the AISA Share Transfer Agreement, will be at Closing) necessary to authorize the execution, deliverydelivery and (subject, in relation to Closing and borrowing under the Loan Agreement only, to the Purchaser Shareholder Approval and Admission) performance hereof of the Transaction Documents, the AISA Share Transfer Agreement, the Loan Agreement, the Placement Agreement, the issuance of the Purchaser Shares, the consummation by Purchaser of the Company Closing and the consummation of the Transactions. This transactions contemplated by the Loan Agreement and the Placement Agreement. (b) Each of the Transaction Documents has been been, and the AISA Share Transfer Agreement, at Closing, will have been, duly executed and delivered by the Company Purchaser, and, assuming the due and valid authorization, execution, execution and delivery hereof thereof by the Parent and Merger SubSeller, is a valid and binding obligation of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

Authorization; Validity of Agreement. (a) The Company Purchaser has the all requisite corporate limited liability company or other power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by Purchaser of this Agreement and the Company hereof Ancillary Agreements and the consummation by the Company Purchaser of the Transactions have been duly authorized by Purchaser, and no other action on the Board part of Directors Purchaser is necessary to authorize the execution and delivery by Purchaser of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance hereof by the Company and Ancillary Agreements or the consummation by Purchaser of the Transactions. This Agreement has been, and the Ancillary Agreements and the other Purchaser Transaction Deliveries have been or will be, duly executed and delivered by the Company Purchaser, and, assuming the due and valid authorization, execution, execution and delivery hereof thereof by Seller and Hussain, as applicable, this Agreement and the Parent Ancillary Agreements and Merger Subthe other Purchaser Transaction Deliveries are or will be, is a as applicable, legal, valid and binding obligation obligations of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with its terms, their terms except as such enforcement may be subject to or limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or conveyance and other similar Laws, now or hereafter in effect, relating to or laws of general application affecting enforcement of creditors’ rights and remedies generally and (ii) as limited by laws relating to the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 availability of the DGCL are inapplicable remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the Merger and any discretion of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyproceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and and, subject to any approval of its stockholders that may be required pursuant to applicable law as contemplated by Section 6.6 hereof, to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)transactions contemplated hereby. The execution, delivery, execution and performance by the Company hereof and the consummation delivery by the Company of this Agreement and the Transactions consummation of the transactions contemplated hereby have been duly approved and authorized by the Board of Directors of the Company (the “Company "Board”). The Company Board has directed that ") and, other than adoption of this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing holders of a majority of the Certificate outstanding shares of Merger Company Common Stock if required pursuant to the DGCLapplicable law, no other corporate proceedings on the part of the Company are necessary to approve and authorize the execution, delivery, execution and performance hereof delivery of this Agreement and approval of by the Company and the consummation by it of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubAcquisition Subsidiary, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Lawslaws, now or hereafter in effect, relating to or affecting creditors’ ' rights and remedies generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, the Company The Board has taken all requisite action that is adopted such resolutions as are necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in provisions of Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement. No “The Company does not know of any "fair price," "moratorium,” “" "control shareshare acquisition,” “fair price” " "interested shareholder" or other antitakeover Laws are similar anti-takeover statute or regulation that is, or at the Effective Time will be, applicable to the Company, the Offer, the Merger or any of the other Transactions, including the Consent Agreements and the transactions transaction contemplated therebyby this Agreement.

Authorization; Validity of Agreement. (a) The Company Each of the Seller Parties has the requisite corporate all necessary organizational power and authority to execute and deliver this Agreement and each Ancillary Document to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by each Seller Party of this Agreement and by each Seller Party or the Company hereof applicable Seller Designees of each Ancillary Document to which it will be a party, and the consummation by the Company it of the Transactions Transactions, have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting general partner or managing member of such stockholders andSeller Party (as applicable), except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings organizational action on the part of the Company are Seller Parties is necessary to authorize the execution, delivery, execution and performance hereof delivery by the Company Seller Parties of this Agreement, any such Ancillary Document and the consummation by it of the Transactions. This Agreement has been been, and each Ancillary Document to which it is contemplated that the Seller Parties or the Seller Designees will be party will be, duly executed and delivered by each of the Company Seller Parties and the Seller Designees (as applicable) and, assuming the due and valid authorization, execution, execution and delivery hereof and thereof by each of the Parent and Merger SubBuyer Parties party thereto, is or will be a valid and binding obligation of each of the CompanySeller Parties and the Seller Designees (as applicable), enforceable against such Seller Parties and the Company Seller Designees (as applicable) in accordance with its terms, except as such that the enforcement hereof may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

Authorization; Validity of Agreement. (a) The Company Santa Fe has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of more than fifty percent (50%) the outstanding shares of Company Capital Santa Fe Common Stock (the “Company Santa Fe Required Vote”). . (b) The execution, delivery, and performance by the Company Santa Fe hereof and the consummation by the Company Santa Fe of the Transactions have been duly authorized by the Board of Directors of the Company Santa Fe (the “Company Santa Fe Board”). The Company Santa Fe Board has directed that this Agreement and the Transactions be submitted to the CompanySanta Fe’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Santa Fe Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company Santa Fe are necessary to authorize the execution, delivery, and performance hereof by the Company Santa Fe and the consummation of the Transactions. . (c) This Agreement has been duly executed and delivered by the Company Santa Fe and, assuming the due authorization, execution, and delivery hereof by the Parent Tyhee and Merger Sub, is a valid and binding obligation of the CompanySanta Fe, enforceable against the Company Santa Fe in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity. (bd) Assuming the accuracy of Section 5.155.13, the Company Santa Fe Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company Santa Fe and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

Authorization; Validity of Agreement. (a) The Company Each of Parent and Buyer has the requisite corporate power and authority to execute and deliver this Agreement the Transaction Documents to which it is specified to be a party and to consummate the Contemplated Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by each of Parent and Buyer of the Company hereof Transaction Documents to which it is specified to be a party, and the consummation by the Company each of Parent and Buyer of the Transactions Contemplated Transactions, have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement such Party, and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company Parent or Buyer are necessary to authorize the execution, delivery, execution and performance hereof delivery by the Company and such Party of any Transaction Document to which it is specified to be a party or the consummation by such Party of the Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and, assuming Parent and Buyer. Assuming the due and valid authorization, execution, execution and delivery hereof of this Agreement by Sellers, this Agreement constitutes the Parent and Merger Sublegal, is a valid and binding obligation of the Companyeach of Parent and Buyer, enforceable against the Company such Party in accordance with its terms, except as that (i) such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect remedy of general principles specific performance and injunctive and other forms of equity. (b) equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Assuming the accuracy due and valid authorization, execution and delivery thereof by each other party thereto, each other Transaction Document to which Parent or Buyer is specified to be a party (when executed and delivered by such Party) shall constitute the legal, valid and binding obligation of Section 5.15such Party, enforceable against such Party in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the Company Board has taken all requisite action that is necessary so that remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 discretion of the DGCL are inapplicable to the Merger and court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyproceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and and, subject to approval of its stockholders as contemplated by Section 2.5 hereof, to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)transactions contemplated hereby. The execution, delivery, execution and performance by the Company hereof and the consummation delivery by the Company of this Agreement and the Transactions consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for obtaining the stockholder approval and adoption contemplated by Section 2.5 hereof by in the Company Required Vote and the filing case of the Certificate of Merger pursuant to the DGCLthis Agreement, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, execution and performance hereof delivery of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubAcquisition, this Agreement is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Lawslaws, now or hereafter in effect, relating to or affecting creditors’ ' rights and remedies generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy The Board of Section 5.15, Directors of the Company Board has duly and validly approved and taken all requisite corporate action that is required to be taken by the Board for the consummation of the transactions contemplated by this Agreement including, but not limited to, all action necessary so that to render the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in provisions of Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements this Agreement and the transactions contemplated therebyhereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any The affirmative vote of the other Transactions, including holders of a majority of the Consent Agreements Shares is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement and the transactions contemplated therebyMerger.

Authorization; Validity of Agreement. (a) The Company Seller has the requisite corporate power and authority to execute and deliver this Agreement and all of the agreements and documents contemplated hereby, to carry out its obligations hereunder and thereunder, and to consummate the Transactions, subject to the approval transactions contemplated hereby and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)thereby. The execution, delivery, delivery and performance by Seller of this Agreement and all of the Company hereof agreements and documents contemplated hereby, and the consummation by the Company it of the Transactions transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement Seller by all necessary corporate action and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings action on the part of the Company are Seller is necessary to authorize the execution, delivery, execution and performance hereof delivery by the Company Seller of this Agreement and all agreements and documents contemplated hereby and thereby and the consummation by it of the Transactionstransactions contemplated hereby and thereby. This Agreement and each of the agreements and documents contemplated hereby has been duly executed and delivered by the Company andSeller, and (assuming the due and valid authorization, execution, execution and delivery hereof and thereof by the Parent Purchaser and Merger Sub, each other party thereto other than Seller) is a valid and binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with its terms, except as that (i) such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, laws now or hereafter in effect, relating to or effect affecting creditors’ ' rights and remedies generally and (ii) the effect remedy of general principles specific performance and injunctive and other forms of equity. (b) Assuming equitable relief may be subject to equitable defenses and to the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 discretion of the DGCL are inapplicable to the Merger and court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyproceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company Each Seller has the requisite corporate full power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which such Seller is a party and to consummate the Transactions, subject to the approval transactions contemplated hereby and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)thereby. The execution, delivery, delivery and performance by each Seller of this Agreement and the Company hereof Ancillary Agreements, and the consummation by the Company of the Transactions transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement by, and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company each Seller are necessary to authorize the executionexecution and delivery by, delivery, and performance hereof by each Seller of this Agreement or the Company Ancillary Agreements and the consummation by it of the Transactionstransactions contemplated hereby and thereby. This Agreement has been (and the Ancillary Agreements to which each Seller are a party will be) duly executed and delivered by the Company by, each Seller and, assuming the due and valid authorization, execution, execution and delivery hereof thereof by Buyer, this Agreement constitutes (and the Parent Ancillary Agreements, when executed and Merger Subdelivered will constitute) the legal, is a valid and binding obligation obligations of the Company, each Seller enforceable against the Company each of them in accordance with its their respective terms, except as that (i) such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect remedy of general principles specific performance and injunctive and other forms of equityequitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) Assuming the accuracy of Section 5.15With respect to each Seller that is a trust, the Company Board has taken all requisite action that is necessary so that trustees or other fiduciaries thereof who have signed this Agreement and any agreement or certificates in connection herewith on behalf of such trust are the restrictions on “business combinations” between the Company duly appointed trustees, fiduciaries or other representatives of such trust and an “interested stockholder” they have not been removed or replaced from such positions as provided in Section 203 of the DGCL are inapplicable date hereof. The trustees or other fiduciaries of such trust have all the power and authority necessary to own and dispose of the Merger Shares held by such trust. No beneficiary or other remainderman of such trust has heretofore in any way assigned, transferred or encumbered, or permitted the assignment, transfer or other Encumbrance of the Shares (or any interest therein) held by such trust. The execution and delivery of this Agreement and any agreement or certificates in connection herewith by such trustees or fiduciaries and the performance by such trustees or fiduciaries of their obligations hereunder have been duly and validly authorized and approved by all actions required under applicable law relating to such trust and under the terms of the relevant trust instruments. Such trustees and other Transactionsfiduciaries have full power and authority under the terms of the applicable trust instruments and under any document relating to or applicable to such trust to execute and deliver this Agreement and any agreement or certificates in connection herewith on behalf of such trust and to legally bind such trust to perform its obligations hereunder and thereunder. Neither the execution of this Agreement or any other agreement or certificates in connection herewith by such trust, including the Consent Agreements and consummation of the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” hereby or other antitakeover Laws are applicable to the Merger thereby nor compliance by such trust with or any fulfillment of the terms and conditions hereof or thereof will violate or conflict with any provision of the applicable trust instruments and any other Transactions, including document relating to such trust. (c) The Wireless Restructuring and all other transactions contemplated thereunder have been approved be all necessary corporate action of the Consent Agreements Sellers and the transactions contemplated therebyAcquired Companies.

Authorization; Validity of Agreement. (a) The Company Each of the Buyer and Direct Insite has the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and each other agreement executed or to be executed by each of the Buyer or Direct Insite pursuant to the terms of this Agreement (collectively, the "Buyer Acquisition Agreements") and to assume and perform its or their obligations hereunder and thereunder, and to consummate the Transactions, subject to the approval transactions contemplated hereby and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)thereby. The execution, delivery, delivery and performance by each of the Company hereof Buyer and Direct Insite of this Agreement and the other Buyer Acquisition Agreements to which the Buyer or Direct Insite is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement Buyer and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders Direct Insite and, except for where necessary, the approval and adoption hereof by the Company Required Vote and the filing shareholders of the Certificate of Merger pursuant to the DGCLBuyer and Direct Insite, and no other corporate proceedings on the part of the Company Buyer and Direct Insite are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement and the other Buyer Acquisition Agreements by the Company Buyer and Direct Insite, as the case may be, and the consummation of the Transactionstransactions contemplated hereby and thereby. This Each of this Agreement and each Buyer Acquisition Agreement has been duly executed and delivered by the Company andBuyer and Direct Insite, assuming as the due authorization, executioncase may be, and delivery hereof by the Parent and Merger Sub, is a valid and binding obligation of the CompanyBuyer and Direct Insite, enforceable against the Company each of them in accordance with its their respective terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, reorganization, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or laws affecting creditors’ ' rights and remedies generally and generally, (ii) equitable rules or principles affecting the effect enforcement of general principles of obligations generally, whether at law or in equity. , or (biii) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 exercise of the DGCL are inapplicable to the Merger and discretionary powers of any of the other Transactionscourt before which may be brought any proceeding seeking equitable remedies, including the Consent Agreements without limitation specific performance and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyinjunctive relief.

Authorization; Validity of Agreement. (a) The Company Each of USHIFU and Purchaser has the requisite full corporate (or limited liability company) power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by USHIFU and Purchaser of this Agreement and the Company hereof other Transaction Documents to which they are a party and the consummation by the Company of the Transactions have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement Purchaser and the Transactions be submitted to the Company’s stockholders for approval of USHIFU, and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings (or limited liability company) action on the part of the Company are USHIFU or Purchaser is necessary to authorize the execution, delivery, execution and performance hereof delivery by the Company USHIFU and Purchaser of this Agreement or any Transaction Document or the consummation of the Transactions. Any vote of, or consent by, the holders of any class or series of Capital Stock issued by USHIFU or Purchaser that is necessary to authorize the execution and delivery by USHIFU or Purchaser of this Agreement or the consummation by either of them of the Transactions has been obtained. This Agreement has been duly executed and delivered by the Company USHIFU and Purchaser, and, assuming the due and valid authorization, execution, execution and delivery hereof by the Parent and Merger SubSigning Stockholders, is a valid and binding obligation of the CompanyUSHIFU and Purchaser, enforceable against the Company USHIFU and Purchaser in accordance with its terms, terms except (a) as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or conveyance and other similar Laws, now or hereafter in effect, relating to or Laws of general application affecting enforcement of creditors’ rights and remedies generally and (iib) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 availability of the DGCL are inapplicable remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the Merger and any discretion of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyproceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company has MedSource and the Transferee have ------------------------------------ the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and each other agreement executed or to be executed by them pursuant to the terms of this Agreement (collectively, the "Acquisition Agreements") and to consummate the Transactions, subject to the approval transactions contemplated hereby and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)thereby. The execution, delivery, delivery and performance by MedSource and the Company hereof Transferee, respectively, of this Agreement and the Acquisition Agreements and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement MedSource and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing sole member of the Certificate of Merger pursuant to the DGCLTransferee, and no other corporate proceedings on the part of MedSource or the Company Transferee are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement and the Acquisition Agreements by MedSource and the Company Transferee, as the case may be, and the consummation of the Transactionstransactions contemplated hereby and thereby. This Agreement and each Acquisition Agreement has been been, or (to the extent such Acquisition Document is to be first delivered at the Closing pursuant to section 7) as of the Closing Date will be, duly executed and delivered by MedSource or the Company Transferee, as the case may be, and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger Subeach Transferor, is a valid and binding obligation of MedSource or the CompanyTransferee, as the case may be, enforceable against MedSource or the Company Transferee, as the case may be, in accordance with its terms, except as such enforcement enforceability may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Lawslaws, now or hereafter in effect, relating to or affecting the enforcement of creditors’ ' rights and remedies generally and (ii) the effect of general principles of equitygenerally. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

Authorization; Validity of Agreement. (a) The Each of the Shareholders and the Company has the requisite capacity or corporate power and authority authority, as the case may be, to execute execute, deliver and deliver perform this Agreement and each of the other agreements, instruments, documents and certificates to be executed and delivered by the Company or the Shareholders, as the case may be, pursuant to this Agreement, including but not limited to any item referred to in Article 7 (collectively, with this Agreement, the "Transaction Documents"), to which the Company or the Shareholders, as the case may be, are party, and to assume and perform its or their obligations hereunder and thereunder, and to consummate the Transactions, subject to the approval transactions contemplated hereby and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)thereby. The execution, delivery, delivery and performance by each of the Shareholders and the Company hereof of this Agreement and the other Transaction Documents to which the Company or any Shareholder is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted shareholders of the Company to the Company’s stockholders for approval extent legally required, and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement and the other Transaction Documents by the Company Company, and the consummation of the Transactionstransactions contemplated hereby and thereby. This Each of this Agreement and the other Transaction Documents has been duly executed and delivered by the Company andand the Shareholders, assuming the due authorization, executionas applicable, and delivery hereof by the Parent and Merger Sub, is a valid and binding obligation of the CompanyCompany and the Shareholders that are parties thereto, enforceable against the Company each of them in accordance with its their respective terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, reorganization, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or laws affecting creditors’ ' rights and remedies generally and generally, (ii) equitable rules or principles affecting the effect enforcement of general principles of obligations generally, whether at law or in equity. , or (biii) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 exercise of the DGCL are inapplicable to the Merger and discretionary powers of any of the other Transactionscourt before which may be brought any proceeding seeking equitable remedies, including the Consent Agreements without limitation specific performance and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyinjunctive relief.

Authorization; Validity of Agreement. (a) The Company Subject to authorization by the Board of Directors of Purchaser, Purchaser has the requisite full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by the Company hereof Purchaser of this Agreement and the consummation by the Company of the Transactions have not been duly authorized by the Board of Directors of the Company (the “Company Board”)Purchaser. The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of Other than such stockholders and, except for the approval and adoption hereof authorization by the Company Required Vote and the filing Board of the Certificate Directors of Merger pursuant to the DGCLPurchaser, no other corporate proceedings action on the part of the Company are Purchaser is necessary to authorize the execution, delivery, execution and performance hereof delivery by the Company and Purchaser of this Agreement or the consummation of the Transactions. This No vote of, or consent by, the holders of any class or series of stock issued by Purchaser is necessary to authorize the execution and delivery by Purchaser of this Agreement or the consummation by it of the Transactions. Subject to authorization by the Board of Directors of Purchaser, this Agreement has been duly executed and delivered by the Company Purchaser, and, assuming the due and valid authorization, execution, execution and delivery hereof by the Parent and Merger SubSeller, is a valid and binding obligation of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with its terms, terms except as such enforcement may be subject to or limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or conveyance and other similar Laws, now or hereafter in effect, relating to or laws of general application affecting enforcement of creditors’ rights and remedies generally and (ii) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 availability of the DGCL are inapplicable remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the Merger and any discretion of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyproceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject to the approval and adoption of this Agreement by the affirmative vote of (i) the requisite holders of a majority of the outstanding shares of Company Capital Common Stock voting together as a single class with the holders of the Company Preferred Stock, who shall vote on an as converted basis to the extent set forth in the Certificate of Designations for the Company Preferred Stock, and (ii) the holders of a majority of the outstanding shares of the Company Preferred Stock voting as a separate class (such votes together, the “Company Required Vote”). The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof of this Agreement by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the TransactionsMerger and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger Sub, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming Subject to the accuracy of the representations in Section 5.154.27, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactionstransactions contemplated by this Agreement, including the Consent Agreements Voting Agreement and the transactions contemplated thereby. No Except for Section 203 of the DGCL (which has been rendered inapplicable), no “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactionstransactions contemplated by this Agreement, including the Consent Agreements Voting Agreement and the transactions contemplated thereby.