Common use of Authority; Binding Effect Clause in Contracts

Authority; Binding Effect. (a) Purchaser Parent, Purchaser and each applicable Purchaser Designated Affiliate have all requisite corporate or other similar applicable power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party, and, subject to receipt of the Purchaser Parent Shareholder Approval, to perform their obligations hereunder and thereunder. The execution and delivery by Purchaser Parent and Purchaser of this Agreement and, subject to receipt of the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and Purchaser of their obligations hereunder have been, and the execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) This Agreement has been duly executed and delivered by Purchaser Parent and Purchaser and, assuming this Agreement has been duly executed and delivered by Seller Parent, constitutes a legal, valid and binding obligation of Purchaser Parent and Purchaser, and each Ancillary Agreement will be as of the Closing duly executed and delivered by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate which will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party thereto, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and such Purchaser Designated Affiliate, in each case enforceable against Purchaser Parent, Purchaser and such Purchaser Designated Affiliate (as applicable) in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Purchaser Parent, Purchaser and each applicable Purchaser Designated Affiliate have Seller Parent has all requisite corporate or other similar applicable power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party, and, subject to receipt of the Purchaser Parent Shareholder Approval, party and to perform their its obligations hereunder and thereunder. The execution and delivery by Purchaser Seller Parent and Purchaser of this Agreement andand each such Ancillary Agreement, subject to receipt of the Purchaser Parent Shareholder Approval, and the performance by Purchaser Seller Parent and Purchaser of their its obligations hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and the execution authority to execute and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by Purchaser Parentit of its obligations thereunder, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement. (b) Purchaser ParentSeller Parent has, Purchaser and each Subsidiary of Purchaser other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate the Sellers from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) This Agreement has been duly executed and delivered by Purchaser Seller Parent and Purchaser and, assuming this Agreement has been duly executed and delivered by Seller ParentPurchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Purchaser Parent and PurchaserSeller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate which Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party theretoPurchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and such Purchaser Designated AffiliateSeller, in each case enforceable against Purchaser Parent, Purchaser and Seller Parent or such Purchaser Designated Affiliate (as applicable) other Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Purchaser Parent, Purchaser Each Seller has all requisite power and each applicable Purchaser Designated Affiliate authority to enter into this Agreement and to consummate the transactions contemplated hereby. Each Seller and its Affiliates which are parties hereto or to an Ancillary Agreement have all requisite corporate or other similar applicable power and authority to execute and deliver this Agreement, the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements and each Ancillary Agreement to which it will be a party, and, subject to receipt of consummate the Purchaser Parent Shareholder Approval, to perform their obligations hereunder transactions contemplated hereby and thereunderthereby. The execution and delivery by Purchaser Parent and Purchaser of this Agreement and, subject to receipt by Sellers and the consummation by Sellers of the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and Purchaser of their obligations hereunder have beentransactions contemplated hereby, and the execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each the Ancillary Agreement to which it will be a party Agreements and the performance other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by Purchaser ParentSellers and their Affiliates which are parties thereto and the consummation of the transactions contemplated thereby, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable actionnecessary action on the part of each such Person. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) This Agreement has been duly executed and delivered by Purchaser Parent and Purchaser Sellers and, assuming the due authorization, execution and delivery of this Agreement has been duly executed and delivered by Seller ParentBuyer, constitutes a legal, valid and binding obligation of Purchaser Parent and PurchaserSellers, and each Ancillary Agreement will be as of the Closing duly executed and delivered by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate which will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party thereto, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and such Purchaser Designated Affiliate, in each case enforceable against Purchaser Parent, Purchaser and such Purchaser Designated Affiliate (as applicable) Sellers in accordance with its terms, except as enforcement may be limited by subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or equitable subordination and similar Laws laws of general applicability affecting creditors’ rights generally or by and to general principles of equity (regardless equity. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements, when duly executed and delivered by Sellers and their Affiliates which are a party thereto, assuming the due authorization, execution and delivery of whether enforcement is sought such other agreements, documents and instruments by each of the other parties thereto, constitute legal, valid and binding obligations of Sellers and their Affiliates which are parties thereto, enforceable against each such Person in a proceeding in equity or law)accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, equitable subordination and similar laws of general applicability affecting creditors’ rights generally and to general principles of equity.

Authority; Binding Effect. (a) Purchaser Parent, Purchaser GSK Parent has all requisite corporate power and authority to execute and deliver this Agreement and each applicable Purchaser Designated Affiliate Ancillary Implementing Agreement to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by GSK Parent of this Agreement and each such Ancillary Implementing Agreement, and the performance by GSK Parent of its obligations hereunder and thereunder, have been, or will have been as of the Relevant Closing, duly authorized by all requisite corporate action. Each Transferor has and will have as of the Relevant Closing, all requisite corporate or other similar applicable power and authority to execute and deliver this Agreement and each Ancillary Implementing Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Transferor of each Ancillary Implementing Agreement to which it will be a party, andif applicable, subject to receipt of the Purchaser Parent Shareholder Approval, to perform their obligations hereunder and thereunder. The execution and delivery by Purchaser Parent and Purchaser of this Agreement and, subject to receipt of the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and Purchaser of their obligations hereunder have been, and the execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parentit of its obligations thereunder, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been been, or will have been as of the Relevant Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement. (b) Purchaser Parent, Purchaser GSK Parent has and each Subsidiary of Purchaser other Transferor has, or will have as of the Relevant Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser BusinessTransferring Assets, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser the Transferring Businesses or the Purchaser Business Transferring Assets, taken as a whole, or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser the GSK Parent or any Purchaser Designated Affiliate the Transferors from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessany Relevant Closing. (c) This Agreement has been duly executed and delivered by Purchaser GSK Parent and Purchaser and, assuming this Agreement has been duly executed and delivered by Seller Parent, JVCo and GSK CH constitutes a legal, valid and binding obligation of Purchaser Parent and PurchaserGSK Parent, and each Ancillary Implementing Agreement will be as of the Relevant Closing duly executed and delivered by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate which Transferor that will be a party thereto and will, assuming such Ancillary Implementing Agreement has been duly executed and delivered by each Seller that will be a party the other parties thereto, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and such Purchaser Designated AffiliateTransferor, in each case enforceable against Purchaser Parent, Purchaser and GSK Parent or such Purchaser Designated Affiliate (as applicable) other Transferor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Purchaser Parent, Purchaser and each applicable Purchaser Designated Affiliate have Seller Parent has all requisite corporate or other similar applicable power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party, and, subject to receipt of the Purchaser Parent Shareholder Approval, party and to perform their its obligations hereunder and thereunder. The execution and delivery by Purchaser Seller Parent and Purchaser of this Agreement and, subject to receipt of the Purchaser Parent Shareholder Approvaland each such Ancillary Agreement, the performance by Purchaser Seller Parent and Purchaser of their its obligations hereunder have been, and thereunder and the execution consummation by Seller Parent of the Transactions, have been duly authorized by all requisite corporate action. (b) Each other Seller has all requisite corporate power and delivery by Purchaser Parent, Purchaser authority to execute and each Purchaser Designated Affiliate of deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each other Seller of each Ancillary Agreement to which it will be a party, the performance by Purchaser Parentit of its obligations hereunder and thereunder and the consummation by each other Seller of the Transactions, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been been, or will have been as of at the Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) This Agreement has been duly executed and delivered by Purchaser Parent and Purchaser and, assuming this Agreement has been duly validly executed and delivered by Seller Parent, Parent and constitutes a legal, valid and binding obligation of Purchaser Parent and PurchaserSeller Parent, and each Ancillary Agreement will be as of be, prior to the Closing Closing, duly executed and delivered by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate which will be a party thereto and will, assuming such Ancillary Agreement has been duly validly executed and delivered by each Seller that will be a party theretothereto and will, after the Closing, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and each such Purchaser Designated AffiliateSeller, in each case enforceable against Purchaser Parent, Purchaser and such Purchaser Designated Affiliate (as applicable) Seller Parent or the applicable other Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Purchaser Parent, Purchaser and each applicable Purchaser Designated Affiliate have Pfizer has all requisite corporate or other similar applicable power and authority to carry on its business as it is now being conducted and to execute and deliver this Agreement and each the Ancillary Agreement to which it will be a party, and, subject to receipt of the Purchaser Parent Shareholder Approval, Agreements and to perform their its obligations hereunder and thereunderhereunder. The execution and delivery by Purchaser Parent and Purchaser Pfizer of this Agreement and, subject to receipt of and the Purchaser Parent Shareholder Approval, Ancillary Agreements and the performance by Purchaser Parent and Purchaser Pfizer of their its obligations hereunder have been, and the execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of at the Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as Each of the Closing, Asset Selling Corporations has all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains is now being conducted. The performance by each of the Asset Selling Corporations of all actions necessary to permit Pfizer to fulfill its obligations hereunder has been, or will have been at the Purchaser Business as currently conducted Closing, duly authorized by all requisite corporate action. Pfizer has the requisite corporate authority to bind each of the Asset Selling Corporations and to own, lease cause each of them to act and operate its properties perform all their respective obligations herein and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser BusinessAncillary Agreements. (c) This Agreement has been duly executed and delivered by Purchaser Parent and Purchaser Pfizer and, assuming the due authorization, execution and delivery by each of Purchaser and Parent of this Agreement has been duly executed and delivered by Seller ParentAgreement, constitutes a legal, valid and binding obligation of Purchaser Parent and PurchaserPfizer, and each Ancillary Agreement will be as of the Closing duly executed and delivered by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate which will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party thereto, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and such Purchaser Designated Affiliate, in each case enforceable against Purchaser Parent, Purchaser and such Purchaser Designated Affiliate (as applicable) it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyancemoratorium or similar laws affecting creditors' rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law). Assuming the due authorization, execution and delivery by Purchaser of each of the Ancillary Agreements, each of the Ancillary Agreements when duly executed and delivered by Pfizer at the Closing will constitute a valid and binding obligation of Pfizer, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ ' rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Purchaser Parent, Purchaser Buyer has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Buyer and each applicable Purchaser Designated Affiliate of its Affiliates which are a party hereto or to an Ancillary Agreement have all requisite corporate or other similar applicable power and authority to execute and deliver this Agreement, the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements and each Ancillary Agreement to which it will be a party, and, subject to receipt of consummate the Purchaser Parent Shareholder Approval, to perform their obligations hereunder and thereundertransactions contemplated thereby. The execution and delivery by Purchaser Parent and Purchaser of this Agreement and, subject to receipt by Buyer and the consummation by Buyer of the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and Purchaser of their obligations hereunder have beentransactions contemplated hereby, and the execution and delivery of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by Purchaser Parent, Purchaser Buyer and each Purchaser Designated Affiliate of each Ancillary Agreement to its Affiliates which it will be are a party thereto and the performance by Purchaser Parentconsummation of the transactions contemplated thereby, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable actionnecessary action on the part of each such Person. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) This Agreement has been duly executed and delivered by Purchaser Parent and Purchaser Buyer and, assuming the due authorization, execution and delivery of this Agreement has been duly executed and delivered by Seller ParentSellers, constitutes a legal, valid and binding obligation of Purchaser Parent and PurchaserBuyer, and each Ancillary Agreement will be as of the Closing duly executed and delivered by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate which will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party thereto, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and such Purchaser Designated Affiliate, in each case enforceable against Purchaser Parent, Purchaser and such Purchaser Designated Affiliate (as applicable) Buyer in accordance with its terms, except as enforcement may be limited by subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or equitable subordination and similar Laws laws of general applicability affecting creditors’ rights generally or by and to general principles of equity (regardless equity. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements when duly executed and delivered by Buyer and its Affiliates which are a party thereto, assuming the due authorization, execution and delivery of whether enforcement is sought such other agreements, documents and instruments by each of the other parties thereto, constitute legal, valid and binding obligations of Buyer and its Affiliates which are a party thereto, enforceable against each such Person in a proceeding in equity or law)accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, equitable subordination and similar laws of general applicability affecting creditors’ rights generally and to general principles of equity.

Authority; Binding Effect. (a) Purchaser Parent, Purchaser JVCo has all requisite corporate power and authority to execute and deliver this Agreement [and each applicable Purchaser Designated Affiliate Ancillary Implementing Agreement to which it will be a party] and to perform its obligations hereunder and thereunder. The execution and delivery by JVCo of this Agreement [and each such Ancillary Implementing Agreement], and the performance by JVCo of its obligations hereunder and thereunder, have been, or will have been as of the Relevant Closing, duly authorized by all requisite corporate action. Each Transferee has, or will have as of the Relevant Closing, all requisite corporate or other similar applicable power and authority to execute and deliver this Agreement and each Ancillary Implementing Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Transferee of each Ancillary Implementing Agreement to which it will be a party, andif applicable, subject to receipt of the Purchaser Parent Shareholder Approval, to perform their obligations hereunder and thereunder. The execution and delivery by Purchaser Parent and Purchaser of this Agreement and, subject to receipt of the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and Purchaser of their obligations hereunder have been, and the execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parentit of its obligations thereunder, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been been, or will have been as of the Relevant Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) This Agreement has been duly executed and delivered by Purchaser Parent and Purchaser JVCo and, assuming this Agreement has been duly executed and delivered by Seller ParentGSK Parent and GSK CH, constitutes a legal, valid and binding obligation of Purchaser Parent and PurchaserJVCo, and each Ancillary Implementing Agreement will be as of the Relevant Closing duly executed and delivered by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate which Transferee that will be a party thereto and will, assuming such Ancillary Implementing Agreement has been duly executed and delivered by each Seller that will be a party all other parties thereto, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and such Purchaser Designated AffiliateTransferee, in each case enforceable against Purchaser Parent, Purchaser and JVCo or such Purchaser Designated Affiliate (as applicable) other Transferee in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Purchaser Parent, Purchaser and each applicable Purchaser Designated Affiliate have Seller Parent has all requisite corporate or other similar applicable power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is or will be a party, and, subject to receipt of the Purchaser Parent Shareholder Approval, to perform their its obligations hereunder and thereunderthereunder and to consummate the applicable Transactions. The execution and delivery by Purchaser Seller Parent and Purchaser of this Agreement and, subject to receipt of the Purchaser Parent Shareholder Approvaland each such Ancillary Agreement, the performance by Purchaser Seller Parent and Purchaser of their its obligations hereunder and thereunder and the consummation by Seller Parent of the Transactions, have beenbeen duly authorized by all requisite corporate action, and no other proceedings on the part of Seller Parent or any equityholder (direct or indirect) or director thereof are necessary to authorize such execution, delivery, performance and consummation. (b) Each other Seller has all requisite corporate power and authority to execute and deliver each Ancillary Agreement to which it is or will be a party, to perform its obligations thereunder and to consummate the applicable Transactions. The execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate other Seller of each Ancillary Agreement to which it is or will be a party and party, the performance by Purchaser Parentsuch Seller of its obligations hereunder and thereunder and the consummation by such Seller of the applicable Transactions, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been been, or will have been as of at the Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board action on behalf of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualificationsuch Seller, and (2) state in no other proceedings on the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board part of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser Seller or any Purchaser Designated Affiliate from consummating the Closing prior equityholder (direct or indirect) or director thereof are necessary to the Outside Date. Purchaser is duly qualified to do business andauthorize such execution, where applicabledelivery, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessperformance and consummation. (c) This Agreement has been duly executed and delivered by Purchaser Seller Parent and Purchaser and, assuming this Agreement has been duly executed and delivered by Seller Parent, constitutes a legal, valid and binding obligation of Purchaser Parent and PurchaserSeller Parent, and each Ancillary Agreement will be as of be, prior to the Closing Closing, duly executed and delivered by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate which Seller that is or will be a party thereto and will, assuming such Ancillary Agreement has been duly executed at and delivered by each Seller that will be a party theretoafter the Closing, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and each such Purchaser Designated AffiliateSeller, in each case enforceable against Purchaser Parent, Purchaser and such Purchaser Designated Affiliate (as applicable) Seller Parent or the applicable other Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Purchaser ParentStavola NJ is a corporation duly organized, Purchaser validly existing and each applicable Purchaser Designated Affiliate have all requisite corporate or other similar applicable power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party, and, subject to receipt in good standing under the Laws of the Purchaser Parent Shareholder Approval, to perform their obligations hereunder and thereunder. The execution and delivery by Purchaser Parent and Purchaser State of this Agreement and, subject to receipt of the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and Purchaser of their obligations hereunder have been, and the execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇New Jersey. ▇▇▇▇▇▇▇ Securities plc (such recommendation PA is a limited liability company duly formed, validly existing and statement being togetherin good standing under the Laws of the State of Delaware. Each of STC and SMC is a corporation duly organized, validly existing and in good standing under the Laws of the State of New Jersey. SRC is a general partnership, the “Purchaser Parent Board Recommendation”). As relations among the partners of which are governed by the Laws of the date State of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this AgreementNew Jersey. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as of the Closing, Such Seller has all requisite corporate or other similar applicable power and authority to carry on its respective business as enter into this Agreement and the Ancillary Agreements to which it pertains to the Purchaser Business as currently conducted is a party and to ownperform all of its agreements and obligations under this Agreement and such Ancillary Agreements in accordance with their terms. Such Seller has obtained all approvals necessary for the execution and delivery by such Seller or such Owner of this Agreement and the Ancillary Agreements to which it is a party, lease and operate its properties for the consummation by such Seller or Owner, as the case may be, of the transactions contemplated hereby and assets related to the Purchaser Business, except where the failure to have such thereby. Such Equity Seller has all requisite power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior sell and transfer to the Outside DateBuyer all of the Purchased Interests owned by such Equity Seller. Purchaser is duly qualified Such Asset Seller has all requisite power and authority to do business and, where applicable, in good standing in each jurisdiction where sell and transfer to the nature Buyer all of its business or properties makes the Purchased Assets owned by such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) Asset Seller. This Agreement has and the Ancillary Agreements to which it is a party have been duly executed and delivered by Purchaser Parent such Seller and Purchaser the Sellers’ Representative, and, assuming this Agreement has been duly executed due authorization, execution, and delivered delivery of such documents by Seller Parentthe other parties thereto (other than the Owners and the Sellers’ Representative), constitutes a constitute the legal, valid and binding obligation obligations of Purchaser Parent and Purchasersuch Seller, and each Ancillary Agreement will be as of the Closing duly executed and delivered by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate which will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party thereto, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and such Purchaser Designated Affiliate, in each case enforceable against Purchaser Parent, Purchaser and such Purchaser Designated Affiliate (as applicable) Seller in accordance with its their terms, except as enforcement may be limited by to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws other Law affecting or relating to creditors’ rights generally or by and general principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law). No Asset Seller is a “foreign person” as such term is used in Section 1445 of the Code. (c) Each Owner has all requisite power and authority to enter into any Ancillary Agreements to which it is a party and to perform all of its agreements and obligations under such Ancillary Agreements in accordance with their terms. Each Owner has obtained all approvals necessary for the execution and delivery by such Owner of the Ancillary Agreements to which it is a party, and for the consummation by such Owner of the transactions contemplated thereby. The Ancillary Agreements to which it is a party will be duly executed and delivered by each Owner and, assuming due authorization, execution, and delivery of such documents by the other parties thereto (other than such Owners, the Sellers and the Sellers’ Representative), will constitute the legal, valid and binding obligations of such Owner, enforceable against such Owner in accordance with their terms, except to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other Law affecting or relating to creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) Each Founder is legally competent to execute and deliver this Agreement, to consummate the transactions contemplated hereby, and perform the obligations contemplated by this Agreement and, assuming due authorization, execution, and delivery of this Agreement by the other parties hereto (other than such Founder, the Sellers and the Sellers’ Representative), this Agreement constitutes the legal, valid and binding obligations of such Founder, enforceable against such Founder in accordance with its terms, except to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other Law affecting or relating to creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Binding Effect. (a) Purchaser Parent, Each Purchaser and each applicable Purchaser Designated Affiliate have all Entity Affiliated with such Purchaser has the requisite corporate corporate, limited liability or other similar applicable power and authority to execute and deliver this Agreement and each Ancillary Agreement of the Other Transaction Documents to which it will is specified to be a party, and, subject party and to receipt of consummate the Purchaser Parent Shareholder Approval, to transactions contemplated hereby and thereby and perform their its other obligations hereunder and thereunder. The execution Such Purchaser and delivery by each Purchaser Parent and Entity Affiliated with such Purchaser of this Agreement andhas taken all corporate, subject limited liability company or other similar action required to receipt of the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and Purchaser of their obligations hereunder have been, and authorize the execution and delivery by Purchaser Parent, Purchaser of this Agreement and each Purchaser Designated Affiliate of each Ancillary Agreement the Other Transaction Documents to which it is, or at the Applicable Closing will be be, a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with authorize the consummation of the Sale and the other transactions contemplated by this Agreementhereby and thereby. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) This Agreement has been duly executed and delivered by Purchaser Parent and such Purchaser and, assuming prior to the Applicable Closing, such Purchaser and/or the applicable Purchaser Entities Affiliated with such Purchaser will have duly executed and delivered each of the Other Transaction Documents to which it is specified to be a party. (c) Assuming that this Agreement has been duly authorized, executed and delivered by the applicable Seller ParentEntities, constitutes this Agreement constitutes, and, upon the due authorization, execution and delivery by the applicable Seller Entities to each Other Transaction Document, each Other Transaction Document to which such Purchaser and Purchaser Entity Affiliated with such Purchaser is specified to be a party constitutes, or at the Applicable Closing will constitute, a legal, valid and binding obligation of such Purchaser Parent and Purchaser Entity Affiliated with such Purchaser, and each Ancillary Agreement will be as of the Closing duly executed and delivered by Purchaser Parent, enforceable against such Purchaser and each Purchaser Designated Affiliate which will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party thereto, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and Entity Affiliated with such Purchaser Designated Affiliate, in each case enforceable against Purchaser Parent, Purchaser and such Purchaser Designated Affiliate (as applicable) in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law)subject to the Remedies Exception.

Authority; Binding Effect. (a) Purchaser Parent, Purchaser and each applicable Purchaser Designated Affiliate have a. Seller Parent has all requisite corporate or other similar applicable power and authority to carry on its business as it pertains to the Business as currently conducted and to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party, and, subject to receipt of the Purchaser Parent Shareholder Approval, party and to perform their its obligations hereunder and thereunder. The execution and delivery by Purchaser Seller Parent and Purchaser of this Agreement and, subject to receipt of the Purchaser Parent Shareholder Approvaland each such Ancillary Agreement, the performance by Purchaser Seller Parent and Purchaser of their its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been, and the execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of at the Closing, duly authorized by all requisite corporate or action, and no other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved proceedings are necessary to authorize this Agreement and each such Ancillary Agreement or to consummate the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreementthereby. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as of the Closing, b. Each other Seller has all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Businessassets, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser the Business. Each other Seller has all requisite corporate or other power and authority to execute and deliver each Ancillary Agreement to which it will be a party, to perform its obligations thereunder and to consummate the Purchaser Business or prevent or reasonably transactions contemplated thereby. The execution and delivery by each other Seller of each Ancillary Agreement to which it will be expected to prevent Purchaser Parenta party, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where if applicable, in good standing in each jurisdiction where and the nature performance by it of its business obligations thereunder, have been, or properties makes will have been at the Closing, duly authorized by all requisite corporate or other action, and no other proceedings are necessary to authorize each such qualification necessary, except where Ancillary Agreement or to consummate the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businesstransactions contemplated thereby. (c) c. This Agreement has been duly executed and delivered by Purchaser Seller Parent and Purchaser and, assuming this Agreement has been duly executed and delivered by Seller ParentPurchaser, constitutes a legal, valid and binding obligation of Purchaser Parent and PurchaserSeller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate which Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party theretoPurchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and such Purchaser Designated AffiliateSeller, in each case enforceable against Purchaser Parent, Purchaser and Seller Parent or such Purchaser Designated Affiliate (as applicable) other Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Purchaser Parent, Purchaser and each applicable Purchaser Designated Affiliate have all requisite The Company has full corporate or other similar applicable power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party, and, subject to receipt of the Purchaser Parent Shareholder Approval, to perform their obligations hereunder and thereunder. The execution and delivery by Purchaser Parent and Purchaser of this Agreement and, subject to receipt of the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and Purchaser of their obligations hereunder have been, and the execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular this Agreement and the transactions contemplated hereby by the UKLAstockholders of the Company, published to consummate the transactions contemplated hereby in accordance with the terms hereof. The execution, delivery and performance of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular Agreement has been duly and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval validly approved by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinionCompany and, fair and reasonable so far as except for the Purchaser Parent shareholders are concerned and that stockholder approval referenced in Section 5.10 hereof, no other corporate proceedings on the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As part of the date of this Agreement, Company are necessary to consummate the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as . Subject to approval by the stockholders of the ClosingCompany of the Merger, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) This Agreement has been duly executed and delivered by Purchaser Parent and Purchaser and, assuming this Agreement has been duly and validly executed and delivered by Seller Parent, the Company and constitutes a legal, valid and binding obligation of Purchaser Parent and Purchaser, and each Ancillary Agreement will be as of the Closing duly executed and delivered by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate which will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party thereto, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and such Purchaser Designated Affiliate, in each case Company enforceable against Purchaser Parent, Purchaser and such Purchaser Designated Affiliate (as applicable) the Company in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance, moratorium or conveyance laws and similar Laws laws affecting creditors’ ' rights generally or by generally, (ii) general principles of equity (equity, regardless of whether enforcement is sought asserted in a proceeding in equity or law), and (iii) approvals of the Applicable Governmental Authorities. (b) The Board of Directors of the Company has duly and validly approved, and taken all corporate actions required to be taken by the Board of Directors of the Company for the consummation of, the transactions contemplated by this Agreement, including the Merger, and unanimously resolved that this Agreement is advisable and to recommend that the stockholders of the Company approve and adopt this Agreement. The Board of Directors of the Company, at a meeting duly called and held, has taken all actions necessary under the DGCL, including approving the transactions contemplated by this Agreement, to ensure that the restrictions on "business combinations" set forth in Section 203 of the DGCL do not, and will not, apply to the transactions contemplated by this Agreement, including, without limitation, the Merger. (c) In furtherance of the representation given in clause (b) above, the Board of Directors of the Company (at a meeting duly called and held) has by the unanimous vote of all directors present (i) determined that the Merger is advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) directed that the Agreement be submitted for consideration by the Company's stockholders with their unanimous recommendation that such Merger be approved.

Authority; Binding Effect. (a) Each Purchaser Parent, Purchaser and each applicable Purchaser Designated Affiliate have has all requisite corporate or other similar applicable power power, capacity and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party, and, subject to receipt of the Purchaser Parent Shareholder ApprovalAgreement, to perform their its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution execution, delivery and delivery by Purchaser Parent and Purchaser performance of this Agreement and, subject to receipt and the consummation of the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and Purchaser of their obligations hereunder have been, and the execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder transactions contemplated hereby have been or will have been as of the Closing, duly authorized by all requisite necessary corporate or other similar applicable action. At a meeting duly called and held, action on the Board part of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualificationeach Purchaser, and (2) state in no other corporate action on the part of such Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with stockholders is required to authorize the execution, delivery and performance hereof, and the consummation of the Sale and the other transactions contemplated by this Agreement. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Datehereby. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) This Agreement has been duly executed and delivered by each Purchaser Parent and Purchaser and, assuming this Agreement has been duly executed and delivered by Seller Parent, constitutes a legal, the valid and binding obligation of such Purchaser, enforceable against such Purchaser Parent in accordance with its terms, except that such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors' rights generally and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. (b) Each Purchaser has all requisite corporate, power, capacity and authority to execute and deliver each Ancillary Document to which it is party, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of such Ancillary Documents and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each Purchaser, and each Ancillary Agreement will be as no other corporate action on the part of such Purchaser or its stockholders is required to authorize the execution, delivery and performance hereof, and the consummation of the Closing duly executed and delivered by Purchaser Parenttransactions contemplated hereby. At Closing, Purchaser and each Purchaser Designated Affiliate which will be a party thereto and will, assuming such Ancillary Agreement has Documents will have been duly executed and delivered by each Seller that Purchaser and will be a party thereto, constitute a legal, the valid and binding obligation of Purchaser Parentsuch Purchaser, Purchaser and enforceable against such Purchaser Designated Affiliate, in each case enforceable against Purchaser Parent, Purchaser and such Purchaser Designated Affiliate (as applicable) in accordance with its terms, except as that such enforcement may be limited by subject to any bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting other laws now or hereafter in effect relating to or limiting creditors’ ' rights generally or by general principles and the remedy of equity (regardless specific performance and injunctive and other forms of whether enforcement is sought in a proceeding in equity or law)equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

Authority; Binding Effect. (a) Purchaser ParentSuch Selling Shareholder has full right, Purchaser and each applicable Purchaser Designated Affiliate have all requisite corporate or other similar applicable power and authority to execute enter into and to perform such Selling Shareholder’s obligations under each of the Transaction Documents to which such Selling Shareholder is or may become a party. Such Selling Shareholder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreement the other Transaction Documents to which it will be such Selling Shareholder is a party, and, subject party and to receipt of consummate the Purchaser Parent Shareholder Approval, to perform their obligations transactions contemplated hereunder and thereunder. The execution execution, delivery and delivery by Purchaser Parent and Purchaser performance of this Agreement and, subject to receipt of the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and Purchaser of their obligations hereunder have been, and the execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale other Transaction Documents to which such Selling Shareholder is a party have been duly authorized by such Selling Shareholder. All organizational actions and proceedings required to be taken by or on the part of such Selling Shareholder to authorize and permit the execution, delivery and performance by such Selling Shareholder of this Agreement and the other transactions contemplated hereby in accordance with applicable LawTransaction Documents to which such Selling Shareholder is a party, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited duly and ▇.▇properly taken. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) This Agreement has been, and each other Transaction Document to which such Selling Shareholder is a party has been or will be, duly executed and delivered by Purchaser Parent and Purchaser and, assuming this such Selling Shareholder. This Agreement has been duly executed and delivered by Seller Parent, constitutes a the legal, valid and binding obligation of Purchaser Parent such Selling Shareholder, and, assuming the due authorization, execution and Purchaserdelivery by the other parties thereto, is enforceable against such Selling Shareholder in accordance with its terms, and upon the execution of each Ancillary Agreement will be as of the Closing duly executed and delivered by Purchaser Parentother Transaction Documents to which such Selling Shareholder is a party, Purchaser and each Purchaser Designated Affiliate which of such other Transaction Documents will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party thereto, constitute a the legal, valid and binding obligation of Purchaser Parentsuch Selling Shareholder who is a party thereto, Purchaser and such Purchaser Designated Affiliatewill be, in each case assuming the due authorization, execution and delivery by the other parties thereto, enforceable against Purchaser Parent, Purchaser and such Purchaser Designated Affiliate (as applicable) Selling Shareholder in accordance with its terms, except as enforcement may be limited by in each case, subject to (a) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, reorganizationand (b) rules of law governing specific performance, fraudulent conveyanceinjunctive relief and other equitable remedies. The spouse, moratorium if any, of such Selling Shareholder has the right, power and capacity to execute and deliver and to perform her or similar Laws affecting creditors’ rights generally his obligations under the Spousal Consent executed by her or by general principles of equity (regardless of whether enforcement him and delivered to the Purchaser simultaneously herewith. Such Spousal Consent is sought accurate and constitutes such spouse’s legal, valid and binding obligations, enforceable against him or her in a proceeding in equity or law)accordance with its terms.

Authority; Binding Effect. (a) Purchaser Parent, Purchaser and each applicable Purchaser Designated Affiliate have Seller Parent has all requisite corporate or other similar applicable power and authority to carry on its business as it pertains to the Business as currently conducted and to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party, and, subject to receipt of the Purchaser Parent Shareholder Approval, party and to perform their its obligations hereunder and thereunder. The execution and delivery by Purchaser Seller Parent and Purchaser of this Agreement and, subject to receipt of the Purchaser Parent Shareholder Approvaland each such Ancillary Agreement, the performance by Purchaser Seller Parent and Purchaser of their its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been, and the execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of at the Closing, duly authorized by all requisite corporate or action, and no other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved proceedings are necessary to authorize this Agreement and each such Ancillary Agreement or to consummate the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreementthereby. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as of the Closing, Each other Seller has all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Businessassets, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser the Business. Each other Seller has all requisite corporate or other power and authority to execute and deliver each Ancillary Agreement to which it will be a party, to perform its obligations thereunder and to consummate the Purchaser Business or prevent or reasonably transactions contemplated thereby. The execution and delivery by each other Seller of each Ancillary Agreement to which it will be expected to prevent Purchaser Parenta party, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where if applicable, in good standing in each jurisdiction where and the nature performance by it of its business obligations thereunder, have been, or properties makes will have been at the Closing, duly authorized by all requisite corporate or other action, and no other proceedings are necessary to authorize each such qualification necessary, except where Ancillary Agreement or to consummate the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businesstransactions contemplated thereby. (c) This Agreement has been duly executed and delivered by Purchaser Seller Parent and Purchaser and, assuming this Agreement has been duly executed and delivered by Seller ParentPurchaser, constitutes a legal, valid and binding obligation of Purchaser Parent and PurchaserSeller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate which Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party theretoPurchaser or the applicable Purchaser Designee, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and such Purchaser Designated AffiliateSeller, in each case enforceable against Purchaser Parent, Purchaser and Seller Parent or such Purchaser Designated Affiliate (as applicable) other Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Purchaser Parent, Purchaser and each applicable Purchaser Designated Affiliate have Each Parent Divesting Entity has all requisite corporate or other similar applicable power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted and to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party, and, subject to receipt of the Purchaser Parent Shareholder Approval, party and to perform their its obligations hereunder and thereunder. The execution and delivery by Purchaser each Parent and Purchaser Divesting Entity of this Agreement andand each such Ancillary Agreement, subject to receipt of the Purchaser Parent Shareholder Approval, and the performance by Purchaser each Parent and Purchaser Divesting Entity of their its obligations hereunder and thereunder, have beenbeen duly authorized by all requisite corporate action. (b) Each Divesting Subsidiary has all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted and the execution to execute and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Divesting Subsidiary of each Ancillary Agreement to which it will be a party, and the performance by Purchaser Parentit of its obligations hereunder and thereunder, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of at the Closing, Closing duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) This Agreement has been duly executed and delivered by Purchaser each Parent Divesting Entity and Purchaser and, assuming this Agreement has been duly executed and delivered by Seller Parent, constitutes a legal, valid and binding obligation of Purchaser each Parent and PurchaserDivesting Entity, and each Ancillary Agreement will be as of be, prior to the Closing Closing, duly executed and delivered by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate which Divesting Entity that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party theretoafter the Closing, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and such Purchaser Designated AffiliateDivesting Entity, in each case enforceable against Purchaser Parent, Purchaser and such Purchaser Designated Affiliate (as applicable) the applicable Divesting Entity in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws laws affecting creditors’ ' rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Purchaser ParentSuch Seller has full right, Purchaser and each applicable Purchaser Designated Affiliate have all requisite corporate or other similar applicable power and authority to execute enter into and to perform such Seller’s obligations under each of the Transaction Documents to which such Seller is or may become a party. Such Seller has all requisite power and authority to execute, deliver and perform his obligations under this Agreement and each Ancillary Agreement the other Transaction Documents to which it will be such Seller is a party, and, subject party and to receipt of consummate the Purchaser Parent Shareholder Approval, to perform their obligations transactions contemplated hereunder and thereunder. The execution execution, delivery and delivery by Purchaser Parent and Purchaser performance of this Agreement and, subject to receipt of the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and Purchaser of their obligations hereunder have been, and the execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale other Transaction Documents to which such Seller is a party have been duly authorized by such Seller. All organizational actions and proceedings required to be taken by or on the part of such Seller to authorize and permit the execution, delivery and performance by such Seller of this Agreement and the other transactions contemplated hereby in accordance with applicable LawTransaction Documents to which such Seller is a party, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited duly and ▇.▇properly taken. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) This Agreement has been, and each other Transaction Document to which such Seller is a party has been or will be, duly executed and delivered by Purchaser Parent and Purchaser and, assuming this such Seller. This Agreement has been duly executed and delivered by Seller Parent, constitutes a the legal, valid and binding obligation of Purchaser Parent and Purchasersuch Seller, and each Ancillary Agreement will be as of the Closing duly executed and delivered by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate which will be a party thereto and willand, assuming such Ancillary Agreement has been duly executed the due authorization, execution and delivered delivery by each Seller that will be a the Purchaser (if party thereto), constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and such Purchaser Designated Affiliate, in each case enforceable against Purchaser Parent, Purchaser and such Purchaser Designated Affiliate (as applicable) Seller in accordance with its terms, except as enforcement such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and rules of law governing specific performance, reorganizationinjunctive relief or other equitable remedies, fraudulent conveyanceand upon the execution of each of the other Transaction Documents, moratorium or similar Laws affecting creditors’ rights generally or each of such other Transaction Documents will constitute the legal, valid and binding obligation of such Seller who is a party thereto, and will be, assuming the due authorization, execution and delivery by general the Purchaser (if party thereto), enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by principles of equity (regardless public policy and subject to the laws of whether enforcement is sought in a proceeding in equity general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or law)other equitable remedies.

Authority; Binding Effect. (a) Purchaser Parent, Purchaser and each applicable Purchaser Designated Affiliate have all requisite corporate or other similar applicable power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party, and, subject to receipt of the Purchaser Parent Shareholder Approval, to perform their obligations hereunder and thereunder. The execution and delivery by Purchaser each of Parent and Purchaser the Transitory Subsidiary of this Agreement andand the consummation by each of Parent and the Transitory Subsidiary of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of each of Parent and the Transitory Subsidiary, subject to receipt in the case of the Purchaser consummation of the Merger to the Parent Shareholder Approval, . Without limiting the performance by Purchaser Parent and Purchaser of their obligations hereunder have been, and the execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as generality of the Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and heldforegoing, the Board of Directors of Purchaser Parent Parent, by unanimous written consent has unanimously (i) approved this Agreement determined that the Merger is fair and in the Sale best interests of Parent and the other transactions contemplated hereby in accordance with applicable Lawits stockholders, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published adopted this Agreement in accordance with the terms provisions of this Agreementthe Articles of Incorporation, Bylaws and the WBCA, and (iii) subject directed that the issuance of shares of Parent Common Stock pursuant to the publication Merger be submitted to the shareholders of Parent (the “Parent Shareholders”) for their adoption and approval and resolved to recommend that the Parent Shareholders vote in favor of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders adoption of the Purchaser issuance of shares of Parent Shareholder Approval Resolution Common Stock pursuant to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutionsMerger. The approval affirmative vote of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary a majority of the outstanding shares of Purchaser Parent, by way of approval Parent Common Stock at a duly convened meeting of the Purchaser stockholders of Parent Shareholder Approval Resolution at to adopt and approve the Purchaser issuance of shares of Parent Shareholder Meeting Common Stock pursuant to the Merger (the “Purchaser Parent Shareholder Approval”) is the only Approval required from vote of the holders of Purchaser Parent’s ordinary shares any class or series of the capital stock of Parent or any options, warrants or other securities of Purchaser Parent or its Affiliates required in connection with the consummation approval of the Sale and issuance of shares of Parent Common Stock pursuant to the other transactions contemplated by this AgreementMerger. (b) Purchaser Parent, Purchaser This Agreement and each Subsidiary of Purchaser hasagreement, instrument or will have as of the Closing, all requisite corporate document being or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) This Agreement has been duly executed and delivered by Purchaser Parent or any of its Subsidiaries in connection with the transactions contemplated thereby (“Parent Related Documents”), upon due execution and delivery by Parent and Purchaser andsuch Subsidiaries, will constitute, assuming this Agreement has been duly executed the due execution and delivered delivery by Seller Parentthe other parties thereto, constitutes a the legal, valid valid, and binding obligation of Purchaser Parent and Purchasersuch Subsidiary, and each Ancillary Agreement will be as of the Closing duly executed and delivered by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate which will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party thereto, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and such Purchaser Designated Affiliate, in each case enforceable against Purchaser Parent, Purchaser and such Purchaser Designated Affiliate (as applicable) in accordance with its terms, respective terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting laws relating to or limiting creditors’ rights generally or by general principles application of equity (regardless of whether enforcement is sought in a proceeding in equity or lawequitable principles).

Authority; Binding Effect. (a) Purchaser Parent, Purchaser and each applicable Purchaser Designated Affiliate have Seller has all requisite corporate or other similar applicable power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party, and, subject to receipt of the Purchaser Parent Shareholder Approval, to perform their its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution and delivery by Purchaser Parent and Purchaser Seller of this Agreement and, subject to receipt of the Purchaser Parent Shareholder Approvaland each such Ancillary Agreement, the performance by Purchaser Parent and Purchaser Seller of their its obligations hereunder and thereunder and the consummation of the Transactions, have been, and or in the execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate case of each the Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or Agreements will have been as of the prior to Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, action on the Board part of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this AgreementSeller. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) This Agreement has been duly executed and delivered by Purchaser Parent Seller and Purchaser and, assuming this Agreement has been duly executed and delivered by Seller Parent, constitutes a legal, valid and binding obligation of Purchaser Parent and PurchaserSeller, and each Ancillary Agreement will be as of be, prior to the Closing Closing, duly executed and delivered by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate which will be a party thereto Seller and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party theretoupon the Closing, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and such Purchaser Designated AffiliateSeller, in each case enforceable against Purchaser Parent, Purchaser and such Purchaser Designated Affiliate (as applicable) Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (c) Each Affiliate of Seller that will enter into any Ancillary Agreement has all requisite organizational power and authority to execute and deliver each Ancillary Agreement to which it will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each such Affiliate of each Ancillary Agreement to which it will be a party, the performance by such Affiliate of its obligations thereunder and the consummation of the transactions contemplated thereby, will have been prior to Closing duly authorized by all requisite organizational action on the part of such Affiliate prior to its execution and delivery of each such Ancillary Agreement. (d) Each Ancillary Agreement to which an Affiliate of Seller will be a party, as of the Closing, will have been duly executed and delivered by such Affiliate and, as of the Closing, constitutes a legal, valid and binding obligation of such Affiliate, in each case enforceable against such Affiliate in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Authority; Binding Effect. (a) Purchaser Parent, Purchaser and each applicable Purchaser Designated Affiliate have The Company has all requisite corporate or other similar applicable power and authority to execute and deliver enter into this Agreement and each Ancillary Agreement of the Related Agreements to which it will be the Company is a party, and, subject to receipt of party (the Purchaser Parent Shareholder Approval"Bayard Agreements"), to perform their its obligations hereunder and thereunderthereunder and to consummate the Transactions contemplated hereby and thereby. The execution and delivery by Purchaser Parent and Purchaser the Company of this Agreement and, subject to receipt and each of the Purchaser Parent Shareholder ApprovalBayard Agreements, the performance by Purchaser Parent and Purchaser the Company of their its obligations hereunder have been, and thereunder and the execution consummation by the Company of the Transactions contemplated hereby and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder thereby have been or will have been as of the Closing, duly and validly authorized by all requisite necessary corporate or and other similar applicable actionaction on the part of the Company. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this This Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors Bayard Agreements have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) This Agreement has been duly executed and delivered by Purchaser Parent the Company and Purchaser and, assuming this Agreement has been duly executed and delivered by Seller Parent, constitutes a constitute legal, valid and binding obligation of Purchaser Parent and Purchaser, and each Ancillary Agreement will be as agreements of the Closing duly executed and delivered by Purchaser ParentCompany, Purchaser and each Purchaser Designated Affiliate which will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party thereto, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and such Purchaser Designated Affiliate, in each case enforceable against Purchaser Parent, Purchaser and such Purchaser Designated Affiliate (as applicable) the Company in accordance with its each of their respective terms, except as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws laws affecting creditors’ ' rights generally or by general principles of equity equity. (regardless b) AnSon has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the Transactions contemplated hereby. The execution and delivery by AnSon of whether enforcement this Agreement, the performance by AnSon of its obligations hereunder and the consummation by AnSon of the Transactions contemplated hereby have been duly and validly authorized by all necessary partnership and other action on the part of AnSon. This Agreement has been duly executed and delivered by AnSon and constitutes a legal, valid and binding agreement of AnSon, enforceable against AnSon in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights generally or by general principles of equity. (c) Anadarko has all requisite power and authority to enter into this Agreement and each of the Related Agreements to which Anadarko is sought a party (the "Anadarko Agreements"), to perform its obligations hereunder and thereunder and to consummate the Transactions contemplated hereby and thereby. The execution and delivery by Anadarko of this Agreement and each of the Anadarko Agreements, the performance by Anadarko of its obligations hereunder and thereunder and the consummation by Anadarko of the Transactions contemplated hereby and thereby have been duly and validly authorized by all necessary partnership and other action on the part of Anadarko. This Agreement and the Anadarko Agreements have been duly executed and delivered by Anadarko and constitute legal, valid and binding agreements of Anadarko, enforceable against Anadarko in a proceeding in equity accordance with each of their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or law)other similar laws affecting creditors' rights generally or by general principles of equity.

Authority; Binding Effect. (a) Purchaser Parent, Purchaser and each applicable Purchaser Designated Affiliate have The Company has all requisite corporate or other similar applicable power and corporate authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party, and, subject to receipt of the Purchaser Parent Shareholder ApprovalAgreement, to perform their its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution execution, delivery and delivery by Purchaser Parent and Purchaser performance of this Agreement and, subject to receipt of by the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and Purchaser of their obligations hereunder have beenCompany, and the execution and delivery by Purchaser Parentconsummation of the transactions contemplated hereby, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of the Closing, duly authorized by all requisite necessary corporate or other similar applicable action. At a meeting duly called and held, action on the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication part of the Purchaser Parent Shareholder Circular Company, and Section 6.24(f), resolved that no other corporate action on the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders part of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified Company or withdrawn any of the foregoing resolutions. The approval of Subsidiaries is required to authorize the Sale execution, delivery and the other transactions contemplated by this Agreement performance hereof by the holders of ordinary shares of Purchaser ParentCompany, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with and the consummation of the Sale and the other transactions contemplated by this Agreement. hereby, except for (bi) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as obtaining the affirmative vote of the Closing, all requisite corporate or other similar applicable power holders of a majority of the issued and authority to carry on its respective business as it pertains outstanding Company Shares in favor of approving the Merger and adopting this Agreement (the “Stockholder Consent”) and (ii) filing the Certificate of Merger pursuant to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside DateDGCL. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) This Agreement has been duly executed and delivered by Purchaser Parent and Purchaser the Company and, assuming that this Agreement has been duly authorized, executed and delivered by Seller Parentthe other parties hereto, constitutes a legal, the valid and binding obligation of Purchaser Parent and Purchaserthe Company, and each Ancillary Agreement will be as of the Closing duly executed and delivered by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate which will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party thereto, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and such Purchaser Designated Affiliate, in each case enforceable against Purchaser Parent, Purchaser and such Purchaser Designated Affiliate (as applicable) the Company in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar other Laws of general application affecting enforcement of creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity equity). The board of directors of the Company, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (a) approving and declaring advisable this Agreement, the Merger and the transactions contemplated hereby, (b) determining that this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, the Company Stockholders, (iii) directing that this Agreement be submitted for the adoption by the Company Stockholders as promptly as practicable and (iv) recommending that the Company Stockholders adopt this Agreement, which resolutions have not been subsequently rescinded, modified or law)withdrawn in any way.

Authority; Binding Effect. (a) Purchaser ParentSuch Selling Shareholder has full right, Purchaser and each applicable Purchaser Designated Affiliate have all requisite corporate or other similar applicable power and authority to execute enter into and to perform such Selling Shareholder’s obligations under each of the Transaction Documents to which such Selling Shareholder is or may become a party. Such Selling Shareholder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreement the other Transaction Documents to which it will be such Selling Shareholder is a party, and, subject party and to receipt of consummate the Purchaser Parent Shareholder Approval, to perform their obligations transactions contemplated hereunder and thereunder. The execution execution, delivery and delivery by Purchaser Parent and Purchaser performance of this Agreement and, subject to receipt of the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and Purchaser of their obligations hereunder have been, and the execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale other Transaction Documents to which such Selling Shareholder is a party have been duly authorized by such Selling Shareholder. All organizational actions and proceedings required to be taken by or on the part of such Selling Shareholder to authorize and permit the execution, delivery and performance by such Selling Shareholder of this Agreement and the other transactions contemplated hereby in accordance with applicable LawTransaction Documents to which such Selling Shareholder is a party, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited duly and ▇.▇properly taken. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement. (b) Purchaser Parent, Purchaser and each Subsidiary of Purchaser has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) This Agreement has been, and each other Transaction Document to which such Selling Shareholder is a party has been or will be, duly executed and delivered by Purchaser Parent and Purchaser and, assuming this such Selling Shareholder. This Agreement has been duly executed and delivered by Seller Parent, constitutes a the legal, valid and binding obligation of Purchaser Parent such Selling Shareholder, and, assuming the due authorization, execution and Purchaserdelivery by the other parties thereto, is enforceable against such Selling Shareholder in accordance with its terms, and upon the execution of each Ancillary Agreement will be as of the Closing duly executed and delivered by Purchaser Parentother Transaction Documents to which such Selling Shareholder is a party, Purchaser and each Purchaser Designated Affiliate which of such other Transaction Documents will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party thereto, constitute a the legal, valid and binding obligation of Purchaser Parentsuch Selling Shareholder who is a party thereto, Purchaser and such Purchaser Designated Affiliatewill be, in each case assuming the due authorization, execution and delivery by the other parties thereto, enforceable against Purchaser Parent, Purchaser and such Purchaser Designated Affiliate (as applicable) Selling Shareholder in accordance with its terms, except as enforcement may be limited by in each case, subject to (a) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, reorganizationand (b) rules of law governing specific performance, fraudulent conveyanceinjunctive relief and other equitable remedies. The spouse, moratorium if any, of such Selling Shareholder has the right, power and capacity to execute and deliver and to perform her or similar Laws affecting creditors’ rights generally his obligations under the Spousal Consent executed by her or by general principles of equity (regardless of whether enforcement him and delivered to the Purchaser simultaneously herewith. Such Spousal Consent is sought accurate and constitutes such spouse’s legal, valid and binding obligations, enforceable against him or her in a proceeding in equity or law).accordance with its terms. Execution Copy