Corporate Power. ​ has all requisite legal and corporate power and authority to execute and deliver this Agreement, to issue the ​ Shares, and to carry out and perform its obligations under the terms of this Agreement.

Organization; Corporate Power. Buyer is a Nevada company limited by shares that is duly organized, validly existing and in good standing under the laws of Nevada and all other jurisdictions in which its ownership of property or conduct of business requires it to be qualified. Buyer possesses all requisite power and authority necessary to own, operate and lease and license its properties, to carry on its business as now conducted and carry out the transactions contemplated by this Agreement and the other Transaction Documents to which Buyer is a party.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Power of Company. The Company and HoldCo each has all requisite corporate power and authority to execute and deliver this Agreement, to carry out and perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company and HoldCo of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by the respective Boards of Directors of the Company and HoldCo. Except for obtaining the approval of its Shareholders, in accordance with the By-Laws, no further authorization is necessary on the part of either the Company or HoldCo to consummate the transactions contemplated hereby.

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Corporate Existence and Power. Each of the Company and each Material Subsidiary is duly organized, validly existing, and in good standing (or the equivalent), under the laws of the jurisdiction of its formation, has all corporate or other entity power and authority to carry on its business as now being conducted and to own its properties and is duly licensed or qualified and in good standing (or the equivalent) in each other jurisdiction in which the failure to be so qualified or in good standing (or the equivalent) would reasonably be expected to have a Material Adverse Effect.

Corporate Power and Authority. Each Party represents to the other Party that it has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof. Each Party represents to the other that this Agreement constitutes a valid and binding agreement, enforceable against it in accordance with its terms.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation or limited liability company duly organized and in good standing under the laws of its state of organization and is duly qualified as a foreign corporation or limited liability company and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder # are all within each Borrower’s and Guarantor’s corporate or limited liability company powers, # have been duly authorized, # are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate or articles of incorporation, by‑laws, or other organizational documentation, or any Material Agreement or other material undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and # will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor, except in favor of Administrative Agent. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Awards to Corporate participants will be based on their Guideline Incentive (eligible salary multiplied by the applicable guideline percentage) multiplied by the Corporate Final Performance Index. The Corporate Final Performance Index shall be based on the consolidated financial performance of the Company including Graybar Corporate, districts, zones and all subsidiaries as determined from time to time in accordance with guidelines adopted by the Board.

Organization, Standing and Corporate Power of FDOC. FDOC is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as now being conducted. FDOC is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a Material Adverse Effect with respect to FDOC.