Common use of Authority; Binding Nature of Agreement Clause in Contracts

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including the Merger Subs) have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions.

Authority; Binding Nature of Agreement. (a) The Parent Each of EDR, EDR OpCo and each of its Subsidiaries (including HoldCo has the Merger Subs) have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (Each of the EDR Executive Committee, the EDR Managing Member and the managing member of HoldCo have each at meetings a meeting duly called and held) has: , on or prior to the date of this Agreement unanimously (ia) determined that the Contemplated Transactions are fair to, advisable and it is in the best interests of Parent such Person and its stockholders; equityholders or members (ii) authorizedas applicable), approved and declared advisable it advisable, to enter into this Agreement and to consummate the Contemplated TransactionsTransactions and (b) approved the execution, including the issuance of Parent Common Stock Payment Shares delivery and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms performance of this Agreement and the treatment consummation of the Company Options Transactions (including the issuance of equity by HoldCo pursuant to this Agreement; Section 1.9) to the extent applicable to it (together, the “EDR Approvals”). This Agreement has been duly executed and (iii) determined to recommenddelivered by EDR, upon EDR OpCo and HoldCo and, assuming due execution and delivery by the terms other Parties hereto, constitutes the valid and binding agreement of EDR, EDR OpCo and HoldCo, respectively, enforceable against EDR, EDR OpCo and HoldCo, respectively, in accordance with its terms, subject to the conditions set forth in this AgreementEnforceability Exceptions and except as would not reasonably be expected to prevent or materially delay the ability of EDR, that EDR OpCo or HoldCo to consummate the stockholders of Parent vote to approve Merger by the Parent Stockholder MattersEnd Date. The First Merger Sub Board (by unanimous written consent) has: (A) determined that EDR Approvals have been obtained and, other than the Contemplated Transactions are fair toEDR Approvals, advisableno vote of any class or series of EDR’s, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject EDR OpCo’s or HoldCo’s capital stock prior to the conditions set forth in this AgreementEffective Time,or any holder of any other security of EDR, that EDR OpCo or HoldCo or the stockholder board of First Merger Sub vote directors of EDR, or the managing member of EDR OpCo or HoldCo or the approval of any person under any Organizational Document of any of EDR, EDR OpCo or HoldCo is necessary to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (consummation of the WWE Pre-Closing Reorganization, the Merger, the WWE Transfer, the issuance of equity by unanimous written consent) has: (A) determined that New PubCo to the Contemplated Transactions are fair to, advisableEDR Subscribers pursuant to Section 1.10, and in the best interests of Second Merger Sub other Transactions, and its sole member; (B) authorized, approved and declared advisable the EDR Approvals will be sufficient to approve this Agreement and the Contemplated Transactions; , including the Merger, in accordance with the DGCL and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEDR’s organizational documents.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including the Merger Subs) have Company has all necessary requisite corporate power and authority to enter into execute and deliver this Agreement and, subject in the case of the Merger to obtaining the Required Shareholder Vote, to consummate the transactions contemplated hereby and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactionshereunder. The Parent Company Board (at meetings has duly called and held) unanimously adopted resolutions by which the Company Board has: (ia) determined that this Agreement, the Contemplated Transactions Offer and the Merger are advisable and fair to, advisable to and in the best interests of Parent the Company and its stockholdersshareholders; (iib) authorizedadopted, approved and declared advisable this Agreement Agreement, the Tender Agreements and the Contemplated Transactionstransactions contemplated hereby and thereby, including the issuance Offer and the Merger, and authorized and approved the execution, delivery and performance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to this Agreement; (c) recommended that the stockholders shareholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the terms of this Agreement Offer and, to the extent required by applicable Law, approve and the treatment of the Company Options pursuant to adopt this Agreement; and (iiid) determined to recommenddirected that, upon the terms and subject to the conditions set forth in extent required by applicable Law, this Agreement, that Agreement be submitted to the stockholders of Parent vote to approve Company’s shareholders for approval at the Parent Stockholder MattersCompany Shareholders Meeting. The First execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (including the Offer and the Merger), other than in the case of the Merger Sub Board (obtaining the Required Shareholder Vote. This Agreement has been duly executed and delivered by unanimous written consent) hasthe Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and Purchaser, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (Ai) determined that the Contemplated Transactions are fair toLaws of general application relating to bankruptcy, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement insolvency and the Contemplated Transactionsrelief of debtors; and (Cii) determined to recommendrules of Law governing specific performance, upon the terms injunctive relief and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.

Authority; Binding Nature of Agreement. Subject to obtaining the Required Parent Stockholder Vote (aas defined in Section 3.10) The and the vote of Parent as the sole stockholder of Merger Sub with respect to the Merger, each of Parent and each of its Subsidiaries (including Merger Sub has the Merger Subs) have all necessary corporate right, power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt Agreement. The board of directors of Parent (at a meeting duly called and held or acting by written consent) as of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption date of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (ia) unanimously determined that the Contemplated Transactions are issuance of Parent Common Stock in the Merger is advisable and fair to, advisable and in the best interests of of, Parent and its stockholders; (iib) authorizedunanimously authorized and approved the execution, approved delivery and declared advisable performance of this Agreement by Parent and unanimously approved the Contemplated Transactions, including Merger; and (c) unanimously recommended the approval of the issuance of Parent Common Stock Payment Shares in the Merger by the holders of Parent Common Stock and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, directed that the stockholders issuance of Parent vote to approve Common Stock in the Merger be submitted for consideration by Parent's stockholders at the Parent Stockholder MattersStockholders' Meeting. The First board of directors of Merger Sub Board (by unanimous written consent) has: (Ai) unanimously determined that the Contemplated Transactions are Merger is advisable and fair to, advisable, and in the best interests of First of, Merger Sub and its sole stockholder; (Bii) authorizedunanimously authorized and approved the execution, delivery and performance of this Agreement by Merger Sub and unanimously approved the Merger; and declared advisable (iii) unanimously recommended the adoption of this Agreement by the stockholder of Merger Sub and directed that this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that Merger be submitted for consideration by the stockholder of First Merger Sub vote to adopt Sub. Assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and thereby approve the Contemplated Transactions. The Second binding obligation of Parent and Merger Sub Board (by unanimous written consent) hasSub, enforceable against them in accordance with its terms, subject to: (A) determined that laws of general application relating to bankruptcy, insolvency and the Contemplated Transactions are fair to, advisable, relief of debtors; and in the best interests of Second Merger Sub and its sole member; (B) authorizedrules of law governing specific performance, approved injunctive relief and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger SubsSub, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger SubsSub, to perform its obligations hereunder under this Agreement and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) hashas unanimously: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the authorization and issuance of shares of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement Agreement, the change of control of Parent and the treatment of the Company Options pursuant to other actions contemplated by this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters and the Other Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, advisable and in the best interests of First Merger Sub and its sole stockholder; (By) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the sole stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; . This Agreement has been duly executed and (C) determined to recommenddelivered by Xxxxxx and Xxxxxx Sub and, upon assuming the terms due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the conditions set forth in this AgreementEnforceability Exceptions. Prior to the execution of the Parent Stockholder Support Agreements, that the member of Second Merger Sub vote to adopt this Agreement Parent Board approved the Parent Stockholder Support Agreements and thereby approve the Contemplated Transactionstransactions contemplated thereby.

Authority; Binding Nature of Agreement. Assuming that none of EDR, EDR OpCo, HoldCo or any of their respective “affiliates” or “associates” is an “interested stockholder” of WWE (aas such terms are defined in Section 203 of the DGCL) The Parent and as of the date of this Agreement (the “Section 203 Assumption”), each of its Subsidiaries (including WWE, New PubCo and Xxxxxx Sub has the Merger Subs) have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement andand to consummate the Transactions, subject, with respect to Parent, to receipt in the case of the Required Parent Stockholder Vote andconsummation of the Merger, with respect only to Merger Subs, the adoption of this Agreement by Parent the Required WWE Stockholder Vote. Assuming the truth of the Section 203 Assumption, except for obtaining the Required WWE Stockholder Vote in its capacity as sole stockholder connection with the consummation of the Merger, no other corporate action on the part of WWE, New PubCo and Merger SubsSub is necessary to authorize the execution, to perform its obligations hereunder delivery and to consummate performance by, New PubCo and Xxxxxx Sub of this Agreement and the Contemplated consummation by them of the Transactions. The Parent WWE Board (at meetings a meeting duly called and held) hasheld on or prior to the date of this Agreement has unanimously: (ia) determined that the Contemplated Transactions are fair to, advisable and it is in the best interests of Parent WWE and its stockholders; (ii) authorized, approved and declared advisable it advisable, to enter into this Agreement and to consummate the Contemplated Transactions; (b) approved the execution, delivery, and performance of this Agreement, the consummation of the Merger and the other Transactions contemplated by this Agreement; and (c) resolved to recommend that WWE stockholders adopt this Agreement, which resolutions have not been subsequently withdrawn or modified in a manner adverse to any EDR Party. The New PubCo Board and the Merger Sub Board have each unanimously (x) determined that it is in the best interests of such Person and its stockholders, and declared it advisable, to enter into this Agreement and to consummate the Transactions, including and (y) approved the issuance of Parent Common Stock Payment Shares execution, delivery, and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms performance of this Agreement and the treatment consummation of the Company Options Transactions (including the issuance of equity by New PubCo pursuant to this Agreement; Section 1.10), to the extent applicable to it. This Agreement has been duly executed and (iii) determined to recommenddelivered by WWE, upon New PubCo and Xxxxxx Sub and, assuming due execution and delivery by the terms other Parties hereto, constitutes the valid and binding agreement of WWE, New PubCo and Xxxxxx Sub, enforceable against WWE, New PubCo and Merger Sub, respectively, in accordance with its terms, subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. Subject to obtaining the Required Parent Stockholder Vote (aas defined in Section 3.11) The and the vote of Parent as the sole stockholder of Merger Sub with respect to the Merger, each of Parent and each of its Subsidiaries (including Merger Sub has the Merger Subs) have all necessary corporate right, power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt Agreement. The board of directors of Parent (acting by written consent) as of the Required date of this Agreement has: (a) unanimously determined that the issuance of Parent Stockholder Vote andSeries A Preferred in the Merger is advisable and fair to, with respect to Merger Subsand in the best interests of, Parent and its stockholders; and (b) unanimously authorized and approved the adoption execution, delivery and performance of this Agreement by Parent in its capacity as sole stockholder and unanimously approved the Merger. The board of directors of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (Ai) unanimously determined that the Contemplated Transactions are Merger is advisable and fair to, advisable, and in the best interests of First of, Merger Sub and its sole stockholder; (Bii) authorizedunanimously authorized and approved the execution, delivery and performance of this Agreement by Merger Sub and unanimously approved the Merger; and declared advisable (iii) unanimously recommended the adoption of this Agreement by the stockholder of Merger Sub and directed that this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that Merger be submitted for consideration by the stockholder of First Merger Sub vote to adopt this Sub. This Agreement constitutes the legal, valid and thereby approve the Contemplated Transactions. The Second binding obligation of Parent and Merger Sub Board (by unanimous written consent) hasSub, enforceable against them in accordance with its terms, subject to: (A) determined that laws of general application relating to bankruptcy, insolvency and the Contemplated Transactions are fair to, advisable, relief of debtors; and in the best interests of Second Merger Sub and its sole member; (B) authorizedrules of law governing specific performance, approved injunctive relief and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including the Merger Subs) have Company has all necessary requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its covenants and obligations under this Agreement and, subject, with respect subject to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent the affirmative vote (in its capacity person or by proxy) of the holders of a majority of the voting power of the Company (the “Company Shareholder Approval”), the filing and recordation of appropriate merger documents as sole stockholder required by the ICL and the issuance of a Certificate of Merger Subsby the Companies Registrar, to perform its obligations hereunder and to consummate the Contemplated TransactionsMerger and the other transactions contemplated by this Agreement. The Parent In compliance with the requirements of the ICL and the Company’s Charter Documents, the Company Board, by resolutions duly adopted by unanimous vote of the Company Board (at meetings a meeting duly called and held) , which resolutions have not as of the Agreement Date been subsequently rescinded, modified or withdrawn in any way, has: (i) determined that the Contemplated Transactions transactions contemplated by this Agreement, including the Merger, are fair to, advisable to and in the best interests of Parent the Company and its stockholdersshareholders; (ii) authorized, determined that no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors; (iii) approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon Merger on the terms and subject to the conditions set forth in this Agreement, herein; (iv) resolved to recommend that the stockholders shareholders of Parent vote the Company adopt this Agreement (such recommendation, the “Company Board Recommendation”) and (v) directed that this Agreement be submitted to approve the Parent Stockholder Mattersshareholders of the Company for their adoption at the Company Shareholders Meeting. The First Company has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by Parent and Merger Sub Board (by unanimous written consent) hasSub, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (A) determined that Laws of general application relating to bankruptcy, insolvency and the Contemplated Transactions are fair to, advisable, relief of debtors; and in the best interests of First Merger Sub and its sole stockholder; (B) authorizedrules of Law governing specific performance, approved injunctive relief and declared advisable this Agreement other equitable remedies. Assuming the accuracy of the representations of Parent and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions Merger Sub set forth in Section 3.8, there are no “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover Laws applicable to this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve or the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother transactions contemplated hereby.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including the Merger Subs) have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger SubsSub, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger SubsSub, to perform its obligations hereunder under this Agreement and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) hashas unanimously: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the authorization and issuance of shares of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement Agreement, the change of control of Parent and the treatment of the Company Options pursuant to other actions contemplated by this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, advisable and in the best interests of First Merger Sub and its sole stockholder; (By) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the sole stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; . This Agreement has been duly executed and (C) determined to recommenddelivered by Xxxxxx and Xxxxxx Sub and, upon assuming the terms due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the conditions set forth in this AgreementEnforceability Exceptions. Prior to the execution of the Parent Stockholder Support Agreements by the parties thereto, that the member of Second Merger Sub vote to adopt this Agreement Parent Board approved the Parent Stockholder Support Agreements and thereby approve the Contemplated Transactionstransactions contemplated thereby.

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger SubsSub, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger SubsSub, to perform its obligations hereunder under this Agreement and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) hashas unanimously: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the authorization and issuance of shares of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement Agreement, the change of control of Parent and the treatment of the Company Options pursuant to other actions contemplated by this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters and the Other Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, advisable and in the best interests of First Merger Sub and its sole stockholder; (By) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the sole stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; . This Agreement has been duly executed and (C) determined to recommenddelivered by Parent and Merger Sub and, upon assuming the terms due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the conditions set forth in this AgreementEnforceability Exceptions. Prior to the execution of the Parent Stockholder Support Agreements, that the member of Second Merger Sub vote to adopt this Agreement Parent Board approved the Parent Stockholder Support Agreements and thereby approve the Contemplated Transactionstransactions contemplated thereby.

Authority; Binding Nature of Agreement. Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to perform its obligations hereunder (including the Offer and the Merger). The Board of Directors of Parent has (a) determined that the transactions contemplated by this Agreement are fair to and in the best interests of Parent, and (b) authorized and approved the execution, delivery and performance of this Agreement by Parent. The execution and delivery of this Agreement by Parent and each the consummation by Parent of its Subsidiaries the transactions contemplated by this Agreement (including the Merger SubsOffer and the Merger) have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize, adopt or approve this Agreement. Acquisition Sub is a wholly-owned Subsidiary of Parent and has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated TransactionsAgreement. The Parent Board of Directors of Acquisition Sub has (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions transactions contemplated by this Agreement are fair to, advisable to and in the best interests of Parent Acquisition Sub and its stockholders; stockholder, and (iib) authorizedauthorized and approved the execution, approved delivery and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms performance of this Agreement by Acquisition Sub. The execution and delivery of this Agreement by Acquisition Sub and the treatment consummation by Acquisition Sub of the Company Options pursuant transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Acquisition Sub, and no other corporate proceedings on the part of Acquisition Sub are necessary to authorize, approve or adopt this Agreement; and (iii) determined to recommendAgreement other than, upon the terms and subject with respect to the conditions set forth in this AgreementMerger, that the stockholders filing and recordation of Parent vote to approve the Parent Stockholder Mattersappropriate merger documents as required by the DGCL. The First Merger Sub Board (by unanimous written consent) has: (A) determined that Parent, as the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub Acquisition Sub, will vote to adopt this Agreement immediately after the execution and thereby approve delivery of this Agreement. This Agreement has been duly and validly executed and delivered by each of Parent and Acquisition Sub and, assuming the Contemplated Transactions. The Second Merger due authorization, execution and delivery of this Agreement on behalf of the Company, constitutes the legal, valid and binding obligation of each of Parent and Acquisition Sub, enforceable against each of Parent and Acquisition Sub Board in accordance with its terms, subject to (by unanimous written consenti) has: (A) determined that laws of general application relating to bankruptcy, insolvency and the Contemplated Transactions are fair to, advisablerelief of debtors, and in the best interests (ii) rules of Second Merger Sub law governing specific performance, injunctive relief and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including Company has the Merger Subs) have all necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, subject to receipt of the Required Parent Stockholder Vote andCompany Shareholder Vote, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated TransactionsFirst Merger. The Parent Assuming the accuracy of Parent’s and Acquisition Subs’ representations and warranties set forth in Section 3.15, on or prior to the date hereof, (a) the Company Special Committee unanimously (i) determined that this Agreement and the transactions contemplated herein, including the Mergers, are advisable and fair to, and in the best interests of, the Company and the Unaffiliated Company Shareholders, (ii) recommended that the Company Board adopt this Agreement and the transactions contemplated herein, including the Mergers, and determine that this Agreement and the transactions contemplated herein, including the Mergers, are advisable, fair to, and in the best interest of the Company and the Unaffiliated Company Shareholders, and (at meetings duly called iii) recommended that the Company Board, subject to Section 4.4, recommend that the Company’s shareholders approve this Agreement, in each case, on the terms and heldsubject to the conditions of this Agreement, and (b) has: the Company Board, acting upon the Company Special Committee Recommendation, has unanimously (i) determined that the Contemplated Transactions Mergers are fair to, advisable and in the best interests of, the Company and the shareholders of Parent and its stockholdersthe Company (including the Unaffiliated Company Shareholders); (ii) authorized, approved adopted and declared advisable this Agreement and approved the Contemplated Transactionsconsummation of the transactions contemplated by this Agreement, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommendMergers, upon the terms and subject to the conditions contained in this Agreement; and (iii) resolved, subject to Section 4.4, to recommend that the Company’s shareholders approve this Agreement (the “Company Board Recommendation”). Assuming the accuracy of Parent’s and Acquisition Subs’ representations and warranties set forth in Section 3.15, the execution and delivery of this Agreement by the Company and the consummation by the Company of the First Merger and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, that in each case other than, with respect to the stockholders consummation of the Mergers, the receipt of the Required Company Shareholder Vote and the filing of the Certificates of Merger as required by the Utah Act and the DGCL. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent vote to approve and the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) hasAcquisition Subs and the accuracy of Parent’s and Acquisition Subs’ representations and warranties set forth in Section 3.15, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (Ax) determined that the Contemplated Transactions are fair tolaws of general application relating to bankruptcy, advisableinsolvency, and reorganization, moratorium or other similar laws, now or hereafter in the best interests of First Merger Sub and its sole stockholder; (B) authorizedeffect, approved and declared advisable this Agreement and the Contemplated Transactionsaffecting creditors’ rights generally; and (Cy) determined to recommendrules of law governing specific performance, upon injunctive relief and other equitable remedies (the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions“General Enforceability Exception”).

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including has the Merger Subs) have all necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, subject to receipt of the Required Parent Stockholder Vote andShareholder Vote, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated TransactionsMerger. The On or prior to the date hereof, the Parent Board (at meetings duly called and held) hashas unanimously: (i) duly and validly authorized and approved the execution, delivery and performance of this Agreement and the consummation of the Merger by Parent; (ii) determined that the Contemplated Transactions are Merger is fair to, advisable to and in the best interests of Parent and its stockholdersshareholders; (iiiii) authorized, approved and declared advisable this Agreement and the Contemplated Transactionstransactions contemplated by this Agreement, including the Merger; (iv) subject to the terms and conditions hereof, approved the issuance of shares of Parent Common Stock Payment Shares in the Merger as contemplated by this Agreement (the “Parent Share Issuance”); and (v) directed that the Parent Preferred Stock Payment Shares Share Issuance be submitted to a vote of Parent’s shareholders, recommended the stockholders approval of the Company pursuant Parent Share Issuance for purposes of the rules and regulations of Nasdaq by the holders of shares of Parent Common Stock (the “Parent Board Recommendation”), and resolved to include the terms Parent Board Recommendation in the Joint Proxy Statement/Prospectus, subject to Section 4.3. The execution and delivery of this Agreement by Parent and the treatment consummation by Parent of the Company Options pursuant Merger and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize this AgreementAgreement other than, with respect to the Merger, the receipt of the Required Parent Shareholder Vote. This Agreement has been duly executed and delivered on behalf of Parent and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Company, constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally; and (iiiii) determined to recommendrules of law governing specific performance, upon the terms injunctive relief and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including Company has the Merger Subs) have all necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement and the Ergen Support Agreement and, subject, with respect to Parent, subject to receipt of the Required Parent Company Stockholder Vote and(which will be received when the Ergen EchoStar Written Consent has been executed and delivered by the Ergen EchoStar Stockholders), with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated TransactionsMerger. The Parent Board On or prior to the date of this Agreement: (at meetings duly called and helda) has: the Company Special Committee has unanimously (i) determined that this Agreement and the Contemplated Transactions transactions contemplated by this Agreement, including the Merger, are fair to, advisable to and in the best interests of Parent the Company and its stockholdersstockholders (other than the Ergen EchoStar Stockholders) and (ii) recommended that the Company Board adopt resolutions approving, adopting and declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and recommending that the Company’s stockholders approve and adopt this Agreement; and (b) the Company Board has, acting upon the unanimous recommendation of the Company Special Committee, unanimously (i) duly and validly authorized and approved the execution, delivery and performance of this Agreement and the consummation of the Merger by the Company; (ii) authorizeddetermined that this Agreement and the transactions contemplated by this Agreement, approved including the Merger, are fair to and in the best interests of the Company and its stockholders (other than the Ergen EchoStar Stockholders), (iii) approved, adopted and declared advisable this Agreement and the Contemplated Transactionstransactions contemplated by this Agreement, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommendMerger, upon on the terms and subject to the conditions set forth in this Agreement, and (iv) directed that this Agreement be submitted to a vote of the Company’s stockholders and recommended in accordance with NRS 92A.120 that the stockholders of Parent vote to the Company approve the Parent Stockholder Mattersand adopt this Agreement. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, execution and in the best interests delivery of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; Ergen Support Agreement by the Company and (C) determined to recommend, upon the terms consummation by the Company of the Merger and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt other transactions contemplated by this Agreement and thereby approve have been duly authorized by all necessary corporate action on the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that part of the Contemplated Transactions are fair to, advisableCompany, and in no other corporate proceedings on the best interests part of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable the Company are necessary to authorize this Agreement and the Contemplated Transactions; Ergen Support Agreement other than, with respect to the Merger, the receipt of the Required Company Stockholder Vote (which will be received when the Ergen EchoStar Written Consent has been executed and (Cdelivered by the Ergen EchoStar Stockholders) determined to recommendand the filing of the Articles of Merger as required by the NRS. This Agreement and the Ergen Support Agreement have been duly executed and delivered on behalf of the Company and, upon assuming the terms due authorization, execution and delivery of this Agreement on behalf of Parent, Merger Sub, the Ergen EchoStar Stockholders and the Ergen DISH Stockholders, as applicable, constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the conditions set forth laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in this Agreementeffect, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsaffecting creditors’ rights generally.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including Company has the Merger Subs) have all necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, subject to receipt of the Required Parent Company Stockholder Vote andand the Governmental Authorizations identified in Part 5.1(c) of the Company Disclosure Schedule, with respect to Merger Subsconsummate the Mergers. On or prior to the date hereof, the adoption Company Board has unanimously (a) duly and validly authorized and approved the execution, delivery and performance of this Agreement and the consummation of the Mergers by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board Company; (at meetings duly called and held) has: (ib) determined that the Contemplated Transactions Mergers are fair to, advisable to and in the best interests of Parent the Company and its stockholders; (iic) authorized, approved and declared advisable this Agreement and the Contemplated Transactionstransactions contemplated by this Agreement, including the issuance Mergers; and (d) subject to the terms and conditions hereof, directed that this Agreement be submitted to a vote of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the Company’s stockholders, recommended that the stockholders of the Company pursuant adopt this Agreement (the “Company Board Recommendation”), and resolved to include the terms Company Board Recommendation in the Proxy Statement/Prospectus, subject to Section 4.2. The execution and delivery of this Agreement by the Company and the treatment consummation by the Company of the Mergers and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company Options pursuant (including the approval of the Company Board) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, in each case other than, with respect to the consummation of the Mergers, the receipt of the Required Company Stockholder Vote, the Governmental Authorizations identified in Part 5.1(c) of the Company Disclosure Schedule and the filing of the Certificates of Merger as required by the DGCL. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and the Acquisition Subs, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally; and (iiiii) determined principles of law governing or relating to recommendspecific performance, upon injunctive relief and other equitable remedies, as from time to time in effect (the terms “Bankruptcy and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEquity Exception”).

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including Company has the Merger Subs) have all necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, subject to receipt of the Required Parent Company Stockholder Vote Vote, to consummate the Merger. The Company Board has unanimously: (a) duly and validly authorized and approved the execution, the delivery and, with respect subject to Merger Substhe receipt of the Required Company Stockholder Vote, the adoption performance of this Agreement and the consummation of the Merger by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board Company; (at meetings duly called and held) has: (ib) determined that the Contemplated Transactions are Merger is fair to, advisable to and in the best interests of Parent the Company and its stockholders; (iic) authorized, approved and declared advisable this Agreement and the Contemplated Transactionstransactions contemplated by this Agreement, including the issuance Merger; and (d) subject to the terms and conditions hereof, directed that this Agreement be submitted to a vote of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the Company’s stockholders, recommended that the stockholders of the Company pursuant adopt this Agreement (the “Company Board Recommendation”), and resolved to include the terms Company Board Recommendation in the Proxy Statement/Prospectus, subject to Section 4.2. Assuming the accuracy of the representations and warranties set forth in Section 3.10, the execution and delivery of this Agreement by the Company and the treatment consummation by the Company of the Merger and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company Options pursuant are necessary to authorize this Agreement, in each case other than, with respect to the consummation of the Merger, the receipt of the Required Company Stockholder Vote and the filing of the Certificate of Merger as required by the DGCL. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Acquisition Sub and the accuracy of the representations and warranties set forth in Section 3.10, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally; and (iiiii) determined to recommendrules of law governing specific performance, upon the terms injunctive relief and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger SubsSub, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger SubsSub, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions.

Authority; Binding Nature of Agreement. (a) The Parent Merger Partner and Xxxxxx Sub each of its Subsidiaries (including the Merger Subs) have all necessary requisite corporate or other Entity right, power and authority to enter into and to perform its their respective obligations under this Agreement the Transaction Documents, as applicable, to which it is or will be a party and, subject, with respect subject to Parent, to receipt of obtaining the Required Parent Merger Partner Stockholder Vote andVote, with respect to Merger Subshas all requisite corporate or other Entity right, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder power and authority to consummate the Contemplated Transactions. The Parent Merger Partner Board (at meetings a meeting duly called and heldheld and not subsequently rescinded or modified in any way) has: has (ia) determined that this Agreement, the Contemplated Transactions other Transaction Documents, the Distribution and the Merger (including the issuance of shares of Merger Partner Common Stock pursuant to this Agreement) are fair to, advisable and in the best interests of Parent Merger Partner and its stockholdersstockholders (such determination by the Merger Partner Board, the “Merger Partner Board Determination”); (iib) authorizedauthorized and approved the execution, approved delivery and declared advisable this Agreement performance of the Transaction Documents by Xxxxxx Partner and the Contemplated Transactions, including the issuance of Parent shares of Merger Partner Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined recommended the approval of the issuance of the Merger Partner Common Stock pursuant to recommendthis Agreement for purposes of the NYSE by the holders of Merger Partner Common Stock and directed that the issuance of such shares be submitted for consideration by Xxxxxx Partner’s stockholders at the Merger Partner Stockholders’ Meeting. Xxxxxx Partner, upon as the terms sole member of Merger Sub, has adopted this Agreement and approved the Merger and the other applicable Contemplated Transactions. This Agreement has been duly executed and delivered by Xxxxxx Partner and Merger Sub, and assuming the due authorization, execution and delivery of this Agreement by Remainco and Spinco, this Agreement constitutes a legal, valid and binding obligation of each of Merger Partner and Merger Sub, enforceable against each of Merger Partner and Merger Sub in accordance with its terms, subject to the conditions set forth in this Bankruptcy and Equity Exceptions. The Separation Agreement, that the stockholders of Parent vote to approve Employee Matters Agreement, the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that Intellectual Property License Agreement, the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Real Estate Matters Agreement and the Contemplated Transactions; Tax Matters Agreement have been (and the Transition Services Agreement and the IP License and Technology Agreements will be as of immediately prior to the Distribution) duly executed and delivered by the members of the Merger Partner Group that are or will be party thereto, and assuming the due authorization, execution and delivery of such agreements by the applicable members of the Remainco Group, each such agreement does (Cor, in the case of each of the Transition Services Agreement and the IP License and Technology Agreements will when executed and delivered) determined to recommendconstitute a legal, upon valid and binding obligation of each member of the terms and Merger Partner Group party thereto, as applicable, enforceable against each of them party thereto in accordance with its terms, subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement Bankruptcy and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEquity Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent Remainco, Spinco and Gaming Holdco, in its capacity as the Surviving Corporation following the Second Merger Effective Time, each of its Subsidiaries (including the Merger Subs) have all necessary requisite corporate or other Entity right, power and authority to enter into and to perform its their respective obligations under this Agreement the Transaction Documents, as applicable, to which it is or will be a party and, subject, with respect subject to Parent, to receipt of obtaining the Required Parent Stockholder Vote andRemainco Shareholder Vote, with respect to Merger Subshas all requisite corporate or other Entity right, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder power and authority to consummate the Contemplated Transactions. The Parent Board (Remainco Board, at meetings a meeting duly called and held) has: held and not subsequently rescinded or modified in any way, has (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders other Transaction Documents, the Separation, the Distribution and the Merger are most likely to promote the success of Parent vote to approve Remainco for the Parent Stockholder Matters. The First Merger Sub benefit of its members as a whole and Spinco and its members, respectively (such determination by the Remainco Board, the “Remainco Board Determination”) and (b) authorized and approved the execution, delivery and performance of the Transaction Documents by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toXxxxxxxx and Spinco, advisableas applicable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that Remainco, as the Contemplated Transactions are fair tosole member of Spinco prior to the Distribution, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable has adopted this Agreement and approved the Merger, the Distribution and the other applicable Contemplated Transactions to which Spinco is a party. No other vote of Spinco’s member(s) is necessary to consummate the Contemplated Transactions; . This Agreement has been duly executed and delivered by Remainco and Spinco, and assuming the due authorization, execution and delivery of this Agreement by Xxxxxx Partner and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of each of Remainco, Spinco and Gaming Holdco (C) determined to recommendin its capacity as the Surviving Corporation), upon the terms enforceable against each of Remainco, Spinco and Gaming Holdco in accordance with its terms, subject to the conditions set forth effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in this a proceeding in equity or at law) (the “Bankruptcy and Equity Exceptions”). The Separation Agreement, the Employee Matters Agreement, the Intellectual Property License Agreement, the Real Estate Matters Agreement and the Tax Matters Agreement have been (and the Transition Services Agreement and the IP License and Technology Agreements will be as of immediately prior to the Distribution) duly executed and delivered, as applicable, by the members of the Remainco Group that are or will be party thereto, and assuming the due authorization, execution and delivery of such agreements by the applicable members of the Merger Partner Group, each such agreement does (or, in the case of each of the Transition Services Agreement and the IP License and Technology Agreements will when executed and delivered) constitute a legal, valid and binding obligation of each member of Second Merger Sub vote the Remainco Group party thereto, as applicable, enforceable against each of them party thereto in accordance with its terms, subject to adopt this Agreement the Bankruptcy and thereby approve the Contemplated TransactionsEquity Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent Each of RMT Partner and each of its Subsidiaries (including the Merger Subs) Sub have all necessary requisite corporate right, power and authority to enter into and to perform its their respective obligations under this Agreement, the Separation Agreement and the other Transaction Documents, as applicable, to which it is or will be a party and, subject, with respect subject to Parent, to receipt of obtaining the Required Parent RMT Partner Stockholder Vote andand the Required Merger Sub Stockholder Vote, with respect to Merger Subsrespectively, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent RMT Partner Board (at meetings a meeting duly called and heldheld and not subsequently rescinded or modified in any way) hasand RMT Partner, as the sole stockholder of Merger Sub, have: (ia) determined that this Agreement and the Contemplated Transactions Merger are fair to, advisable and in the best interests of Parent RMT Partner and its stockholders; stockholders and (iib) authorizedauthorized and approved the execution, approved delivery and declared advisable performance of this Agreement, the Separation Agreement and the Contemplated Transactions, including other Transaction Documents by RMT Partner and the issuance of Parent shares of RMT Partner Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined recommended the approval of the issuance of the RMT Partner Common Stock pursuant to recommendthis Agreement for purposes of New York Stock Exchange by the holders of RMT Partner Common Stock and directed that the issuance of such shares be submitted for consideration by RMT Partner’s stockholders at the RMT Partner Stockholders’ Meeting. This Agreement has been duly executed and delivered by RMT Partner and Merger Sub, upon the terms and and, subject to the conditions set forth adoption of this Agreement by RMT Partner as sole stockholder of Merger Sub, and assuming the due authorization, execution and delivery of this Agreement by Remainco and Spinco, this Agreement constitutes a legal, valid and binding obligation of each of RMT Partner and Merger Sub, enforceable against each of RMT Partner and Merger Sub in this accordance with its terms, subject to the Bankruptcy and Equity Exceptions. The Separation Agreement, that the stockholders of Parent vote to approve Real Estate Matters Agreement, the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that Intellectual Property Matters Agreement, the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Tax Matters Agreement and the Contemplated Transactions; Employee Matters Agreement have been (and the Transition Services Agreement will be as of immediately prior to the Distributions) duly executed and delivered by RMT Partner and its applicable Subsidiaries that are or will be party thereto, and assuming the due authorization, execution and delivery of such agreements by Remainco and its Subsidiaries, each such agreement (Cor, in the case of each of the Transition Services Agreement will when executed and delivered) determined to recommendconstitute a legal, upon valid and binding obligation of each of RMT Partner or the terms and applicable Subsidiary of RMT Partner party thereto, as applicable, enforceable against each of them party thereto in accordance with its terms, subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement Bankruptcy and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEquity Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including Company has the Merger Subs) have all necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, subject to receipt of the Required Parent Company Stockholder Vote Vote, to consummate the Merger. On or prior to the date hereof, the Company Board has unanimously: (a) duly and validly authorized and approved the execution, the delivery and, with respect subject to Merger Substhe receipt of the Required Company Stockholder Vote, the adoption performance of this Agreement and the consummation of the Merger by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board Company; (at meetings duly called and held) has: (ib) determined that the Contemplated Transactions are Merger is fair to, advisable to and in the best interests of Parent the Company and its stockholders; (iic) authorized, approved and declared advisable this Agreement and the Contemplated Transactionstransactions contemplated by this Agreement, including the issuance Merger; and (d) subject to the terms and conditions hereof, directed that this Agreement be submitted to a vote of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the Company’s stockholders, recommended that the stockholders of the Company pursuant adopt this Agreement (the “Company Board Recommendation”), and resolved to include the terms Company Board Recommendation in the Joint Proxy Statement/Prospectus, subject to Section 4.2. The execution and delivery of this Agreement by the Company and the treatment consummation by the Company of the Merger and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company Options pursuant are necessary to authorize this Agreement, in each case other than, with respect to the consummation of the Merger, the receipt of the Required Company Stockholder Vote and the filing of the Certificate of Merger as required by the DGCL. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Acquisition Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally; and (iiiii) determined to recommendrules of law governing specific performance, upon the terms injunctive relief and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including has the Merger Subs) have all necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Agreement. The board of directors of Parent, to receipt at a meeting duly called and held, has authorized and approved the execution, delivery and performance of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption this Agreement by Parent. The execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its capacity as sole stockholder terms, subject to: (i) laws of Merger Subsgeneral application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Purchaser is a newly formed, wholly-owned Subsidiary of Parent and has the requisite corporate power and authority to enter into and to perform its obligations hereunder and to consummate the Contemplated Transactionsunder this Agreement. The Parent Board (at meetings duly called board of directors of Purchaser has authorized and held) has: (i) determined that approved the Contemplated Transactions are fair toexecution, advisable delivery and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms performance of this Agreement by Purchaser. The execution and delivery of this Agreement by Purchaser and the treatment consummation by Purchaser of the Company Options pursuant transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Purchaser, and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement; and (iii) determined to recommendAgreement other than, upon the terms and subject with respect to the conditions set forth in this AgreementMerger, that the stockholders filing of Parent vote to approve the Parent Stockholder Mattersappropriate merger documents as required by the DGCL. The First Merger Sub Board (by unanimous written consent) has: (A) determined that Parent, as the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub Purchaser, will vote to adopt this Agreement immediately after the execution and thereby approve delivery of this Agreement. This Agreement has been duly executed and delivered by Purchaser and, assuming the Contemplated Transactions. The Second Merger Sub Board (due authorization, execution and delivery of this Agreement by unanimous written consent) hasthe Company, constitutes the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to: (A1) determined that the Contemplated Transactions are fair tolaws of general application relating to bankruptcy, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement insolvency and the Contemplated Transactionsrelief of debtors; and (C2) determined to recommendrules of law governing specific performance, upon the terms injunctive relief and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.

Authority; Binding Nature of Agreement. (a) The Parent Each of Meerkat and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Meerkat Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent Meerkat and its stockholders; (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent shares of Meerkat Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent Meerkat vote to approve this Agreement and the Parent Stockholder MattersContemplated Transactions, including the issuance of shares of Meerkat Common Stock to the stockholders of the Company pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Meerkat and Merger Sub Board (and, assuming the due authorization, execution and delivery by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toCompany, advisableconstitutes the legal, valid and in the best interests binding obligation of Second Meerkat and Merger Sub, enforceable against each of Meerkat and Merger Sub and in accordance with its sole member; (B) authorizedterms, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this AgreementEnforceability Exceptions. Prior to the execution of the Meerkat Stockholder Support Agreements, that the member of Second Merger Sub vote to adopt this Agreement Meerkat Board approved the Meerkat Stockholder Support Agreements and thereby approve the Contemplated Transactionstransactions contemplated thereby.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including TriQuint has the Merger Subs) have all necessary corporate right, power and authority to enter into and, subject to (a) the adoption of this Agreement by the affirmative vote of the holders of a majority of the voting power of the shares of TriQuint Common Stock outstanding on the record date for the TriQuint Stockholders’ Meeting and (b) the approval of certain aspects of Parent’s amended and restated certificate of incorporation that will be in effect after the Mergers by the affirmative vote of the holders of a majority of the voting power of the shares of TriQuint Common Stock outstanding on the record date for the TriQuint Stockholders’ Meeting ((a) and (b) collectively, the “Required TriQuint Stockholder Vote”), to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated TransactionsAgreement. The Parent TriQuint Board (at meetings a meeting duly called and held) has: (i) unanimously determined that the Contemplated Transactions are TriQuint Merger is advisable and fair to, advisable and in the best interests of Parent of, TriQuint and its stockholders; (ii) authorizedunanimously adopted this Agreement, and approved the execution, delivery and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms performance of this Agreement by TriQuint and the treatment of the Company Options pursuant to this AgreementTriQuint Merger; and (iii) determined to recommendunanimously recommended the adoption of this Agreement by the holders of TriQuint Common Stock and directed that this Agreement and the TriQuint Merger be submitted for consideration by TriQuint’s stockholders at the TriQuint Stockholders’ Meeting (as defined in Section 6.3). Assuming the due authorization, upon execution and delivery of this Agreement by RFMD, this Agreement constitutes the terms legal, valid and binding obligation of TriQuint, enforceable against TriQuint in accordance with its terms, subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) hasto: (A) determined that laws of general application relating to bankruptcy, insolvency, the Contemplated Transactions are fair to, advisable, relief of debtors and in the best interests of First Merger Sub creditors’ rights generally; and its sole stockholder; (B) authorizedrules of law governing specific performance, approved injunctive relief and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.”

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and the other Transaction Documents to which it is a party and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger SubsSub, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger SubsSub, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (iib) authorized, approved and declared advisable this Agreement Agreement, the other Transaction Documents and the Contemplated Transactions, including the issuance of shares of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Stockholder MattersCommon Stock to the stockholders of the Company pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (By) authorizeddeemed advisable and approved this Agreement, approved and declared advisable this Agreement the other Transaction Documents and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been (and the other Transaction Documents to which Parent or Merger Sub Board (is or will be a party have been or will be) duly executed and delivered by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, Xxxxxx and in the best interests of Second Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its sole member; (B) authorizedterms, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent Each of MEDS and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent MEDS Board (at meetings duly called and held) has: has (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent MEDS and its stockholders; , (iib) authorized, approved and declared advisable this Agreement Agreement, the other Transaction Documents and the Contemplated Transactions, including the issuance of Parent shares of MEDS Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent MEDS vote to approve the Parent Stockholder MattersContemplated Transactions, including the Stock Swap. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; , (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; Transactions and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by MEDS and Merger Sub Board (and, assuming the due authorization, execution and delivery by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toCompany, advisableconstitutes the legal, valid and in the best interests binding obligation of Second MEDS and Merger Sub, enforceable against each of MEDS and Merger Sub and in accordance with its sole member; (B) authorizedterms, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent and each Each of its Subsidiaries (including the Merger Subs) have all Company Entities has the necessary corporate (or equivalent) power and authority to enter into into, and to perform its obligations under under, this Agreement andand to consummate the Transactions, subject, with respect to Parent, subject only to receipt of the Required Parent Stockholder Vote and, with respect to Merger SubsWritten Consent. Except for obtaining the Written Consent, the adoption Executive Committee Recommendation and the Special Committee Recommendation, no other corporate (or equivalent) action on the part of the Company Entities is necessary to authorize the execution, delivery and performance by, the Company Entities of this Agreement and the consummation by Parent in its capacity as sole stockholder them of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (Special Committee, at meetings a meeting duly called and held) has: held on or prior to the date of this Agreement, has unanimously (ia) determined that this Agreement and the Contemplated Transactions Transactions, including the Mergers, on the terms and subject to the conditions set forth herein, are advisable, fair to, advisable to and in the best interests of Parent the Company and its Public Stockholders and (b) made the Special Committee Recommendation. The Executive Committee has, at a meeting duly called and held on or prior to the date of this Agreement, acting upon the Special Committee Recommendation, unanimously (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Company and its stockholders; , including the Public Stockholders, (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including (iii) authorized and approved the issuance of Parent Common Stock Payment Shares execution, delivery and Parent Preferred Stock Payment Shares to the stockholders of performance by the Company pursuant to the terms of this Agreement and the treatment consummation of the Company Options pursuant to this Agreement; and (iii) determined to recommend, Transactions upon the terms and subject to the conditions set forth in this Agreement, that herein and (iv) made the stockholders of Parent vote to approve the Parent Stockholder MattersExecutive Committee Recommendation. The First Merger Sub Board Company, in its capacity as the managing member of Manager, has caused Manager, in its capacity as the managing member of OpCo and owner of a majority of the outstanding OpCo Membership Interests, to (by unanimous written consent) has: (A) determined A)determine that this Agreement and the Contemplated Transactions are fair to, advisable, to and in the best interests of First Merger Sub OpCo and its sole stockholder; members, (B) authorized, approved approve and declared declare advisable this Agreement and the Contemplated Transactions; Transactions and (C) determined to recommendapprove the execution, delivery and performance by OpCo of this Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth herein. The approvals set forth in the foregoing three sentences are hereinafter referred to as the “Company Approvals”. The Company Approvals have not, as of the date of this Agreement, that been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by the stockholder Company Entities and, assuming due execution and delivery by the other parties hereto, constitutes the valid and binding agreement of First Merger Sub the Company Entities, respectively, enforceable against the Company Entities, respectively, in accordance with its terms, subject to the Enforceability Exceptions. The Company Approvals have been obtained and, other than the Company Approvals and the Company Stockholder Approval, no vote of any class or series of a Company Entity’s capital stock or membership interests prior to the Effective Time, or of any holder of any other security of any Company Entity or the Executive Committee, or any member of Manager or OpCo or the approval of any Person under any organizational document of any Company Entity, is necessary to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that consummation of the Contemplated Transactions are fair to, advisableother than any approvals necessary to approve any dividend pursuant to Section 7.19, and subject, in the best interests case of Second Merger Sub and its sole member; (B) authorizedthe consummation of the Mergers, approved and declared advisable only to the receipt of the Written Consent, the Company Approvals will be sufficient to approve this Agreement and the Contemplated Transactions; , including the Mergers, in accordance with the DGCL and (C) determined to recommend, upon the terms DLLCA and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionseach Company Entity’s organizational documents.

Authority; Binding Nature of Agreement. (a) The Parent Each of Homology and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Homology Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent Homology and its stockholders; , (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent shares of Homology Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company Q32 pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon recommend the terms and subject Homology Board Recommendation to the conditions set forth in this Agreement, that the stockholders of Parent vote Homology, and (d) determined to approve and recommend the Parent Stockholder Mattersforms of the Charter Amendment Proposals to the stockholders of Homology as promptly as practicable after the forms thereof are mutually agreed to by Homology and Q32. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; , (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; Transactions and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Homology and Merger Sub Board (and, assuming the due authorization, execution and delivery by unanimous written consent) has: (A) determined that Q32, constitutes the Contemplated Transactions are fair tolegal, advisablevalid and binding obligation of Homology and Merger Sub, enforceable against each of Homology and in the best interests of Second Merger Sub and in accordance with its sole member; (B) authorizedterms, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger SubsSub, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger SubsSub, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including EchoStar has the Merger Subs) have all necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement and the Ergen Support Agreement and, subject, with respect to Parent, subject to receipt of the Required Parent EchoStar Stockholder Vote and(which will be received when the Ergen EchoStar Written Consent has been executed and delivered by the Ergen EchoStar Stockholders), with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated TransactionsMerger. The Parent Board On or prior to the date of this Agreement: (at meetings duly called and helda) has: the EchoStar Special Committee has unanimously (i) determined that this Agreement and the Contemplated Transactions transactions contemplated by this Agreement, including the Merger and the EchoStar Share Issuance, are fair to, advisable to and in the best interests of Parent EchoStar and its stockholdersstockholders (other than the Ergen EchoStar Stockholders) and (ii) recommended that the EchoStar Board adopt resolutions approving, adopting and declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger and the EchoStar Share Issuance, and recommending that EchoStar’s stockholders approve the EchoStar Share Issuance; and (b) the EchoStar Board has, acting upon the unanimous recommendation of the EchoStar Special Committee, unanimously (i) duly and validly authorized and approved the execution, delivery and performance of this Agreement and the consummation of the Merger by EchoStar; (ii) authorizeddetermined that this Agreement and the transactions contemplated by this Agreement, approved including the Merger and the EchoStar Share Issuance, are fair to and in the best interests of EchoStar and its stockholders (other than the Ergen EchoStar Stockholders), (iii) approved, adopted and declared advisable this Agreement and the Contemplated Transactionstransactions contemplated by this Agreement, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement Merger and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommendEchoStar Share Issuance, upon on the terms and subject to the conditions set forth in this Agreement, (iv) directed that the EchoStar Share Issuance be submitted to a vote of EchoStar’s stockholders and (v) recommended the approval of Parent vote to approve the Parent Stockholder MattersEchoStar Share Issuance for purposes of the rules and regulations of Nasdaq by the holders of shares of EchoStar Common Stock. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, execution and in the best interests delivery of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; Ergen Support Agreement by EchoStar and (C) determined to recommend, upon the terms consummation by EchoStar of the Merger and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt other transactions contemplated by this Agreement and thereby approve have been duly authorized by all necessary corporate action on the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisablepart of EchoStar, and in no other corporate proceedings on the best interests part of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable EchoStar are necessary to authorize this Agreement and the Contemplated Transactions; Ergen Support Agreement other than, with respect to the Merger, the receipt of the Required EchoStar Stockholder Vote (which will be received when the Ergen EchoStar Written Consent has been executed and (Cdelivered by the Ergen EchoStar Stockholders) determined to recommendand the filing of the Articles of Merger as required by the NRS. This Agreement and the Ergen Support Agreement have been duly executed and delivered on behalf of EchoStar and, upon assuming the terms due authorization, execution and delivery of this Agreement on behalf of DISH, Merger Sub, the Ergen EchoStar Stockholders and the Ergen DISH Stockholders, as applicable, constitute the valid and binding obligations of EchoStar, enforceable against EchoStar in accordance with their terms, subject to the conditions set forth laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in this Agreementeffect, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsaffecting creditors’ rights generally.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including Company has the Merger Subs) have all necessary corporate right, power and authority to enter into and to perform its obligations under this Agreement and the CVR Agreement and, subject, with respect subject to Parent, to receipt of obtaining the Required Parent Company Stockholder Vote andif required by applicable Legal Requirements, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated TransactionsMerger. The Parent Company Board (at meetings a meeting duly called and held) has: (i) determined that this Agreement, the Contemplated Transactions Offer and the Merger are advisable and fair to, advisable and in the best interests of Parent of, the Company and its stockholders; (ii) authorizedauthorized and approved the execution, delivery and performance of this Agreement by the Company and approved the Offer and declared advisable the Merger, and directed that this Agreement and the Contemplated Transactions, including Merger be submitted for consideration by the issuance of Parent Common Stock Payment Shares Company’s stockholders at the Company Stockholders’ Meeting if required by applicable Legal Requirements; (iii) authorized and Parent Preferred Stock Payment Shares to approved the stockholders execution and delivery of the Company Rights Agreement Amendment; (iv) resolved to recommend that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the terms Offer and (v) if a Company Stockholders’ Meeting is required by applicable Legal Requirements, resolved to recommend that the holders of Company Common Stock adopt this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon on the terms and subject to the conditions set forth herein (the determination set forth in clause (i) and the recommendations set forth in clauses (iv) and (v) being referred to as the “Company Board Recommendation”). Assuming the due authorization, execution and delivery of this AgreementAgreement by Parent and Merger Sub, that this Agreement constitutes the stockholders legal, valid and binding obligation of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) hasCompany, enforceable against the Company in accordance with its terms, subject to: (Ai) determined that laws of general application relating to bankruptcy, insolvency, the Contemplated Transactions are fair to, advisable, relief of debtors and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactionscreditors’ rights generally; and (Cii) determined to recommendrules of law governing specific performance, upon the terms injunctive relief and subject other equitable remedies. Prior to the conditions set forth Acceptance Time, the Company Board will have authorized and approved the execution, delivery and performance of the CVR Agreement by the Company, the Company will have executed and delivered the CVR Agreement to Parent and the Rights Agent, and, assuming the due authorization, execution and delivery of the CVR Agreement by Parent and the CVR Rights Agent, the CVR Agreement will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in this Agreementaccordance with its terms, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) hassubject to: (Ai) determined that laws of general application relating to bankruptcy, insolvency, the Contemplated Transactions are fair to, advisable, relief of debtors and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactionscreditors’ rights generally; and (Cii) determined to recommendrules of law governing specific performance, upon the terms injunctive relief and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including DISH has the Merger Subs) have all necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement and the Ergen Support Agreement and, subject, with respect to Parent, subject to receipt of the Required Parent DISH Stockholder Vote and(which will be received when the Ergen DISH Written Consent has been executed and delivered by the Ergen DISH Stockholders), with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated TransactionsMerger. The Parent Board (at meetings duly called and held) hasOn or prior to the date of this Agreement: (i) the DISH Special Committee has unanimously (A) determined that this Agreement and the Contemplated Transactions transactions contemplated by this Agreement, including the Merger, are fair to, advisable to and in the best interests of Parent DISH and its stockholders (other than the Ergen DISH Stockholders) and (B) recommended that the DISH Board adopt resolutions approving, adopting and declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and recommending that DISH’s stockholders approve and adopt this Agreement; and (ii) the DISH Board has, acting upon the unanimous recommendation of the DISH Special Committee, unanimously (A) duly and validly authorized and approved the execution, delivery and performance of this Agreement and the consummation of the Merger by DISH, (B) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are fair to and in the best interests of DISH and its stockholders; , (iiC) authorizedapproved, approved adopted and declared advisable this Agreement and the Contemplated Transactionstransactions contemplated by this Agreement, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommendMerger, upon on the terms and subject to the conditions set forth in this Agreement, Agreement and (D) directed that this Agreement be submitted to a vote of DISH’s stockholders and recommended in accordance with NRS 92A.120 that the stockholders of Parent vote to DISH approve the Parent Stockholder Mattersand adopt this Agreement. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, execution and in the best interests delivery of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; Ergen Support Agreement by DISH and (C) determined the consummation by DISH of the Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of DISH, and no other corporate proceedings on the part of DISH are necessary to recommendauthorize this Agreement other than, upon the terms and subject with respect to the conditions set forth in this AgreementMerger, that the stockholder receipt of First Merger Sub vote to adopt this the Required DISH Stockholder Vote (which will be received when the Ergen DISH Written Consent has been executed and delivered by the Ergen DISH Stockholders). This Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that Ergen Support Agreement have been duly executed and delivered on behalf of DISH and, assuming the Contemplated Transactions are fair todue authorization, advisable, execution and in the best interests delivery of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; Ergen Support Agreement on behalf of EchoStar, Merger Sub, the Ergen EchoStar Stockholders and (C) determined to recommendthe Ergen DISH Stockholders, upon as applicable, constitute the terms valid and binding obligations of DISH, enforceable against DISH in accordance with their terms, subject to the conditions set forth laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in this Agreementeffect, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsaffecting creditors’ rights generally.

Authority; Binding Nature of Agreement. (a) The Parent Each of Remainco and each of its Subsidiaries (including the Merger Subs) have Spinco has all necessary requisite corporate or other entity right, power and authority to enter into and to perform its their respective obligations under this Agreement, the Separation Agreement and the other Transaction Documents, as applicable, to which it is or will be a party and, subject, with respect subject to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity Intermediateco as the sole stockholder of Merger SubsSpinco (which shall occur immediately after the execution and delivery hereof) and the Required Remainco Stockholder Vote, to perform its obligations hereunder has all requisite corporate or other entity right, power and authority to consummate the Contemplated Transactions. The Parent Each of the Remainco Board (at meetings a meeting duly called and heldheld and not subsequently rescinded or modified in any way) hasand the Spinco Board have: (ia) determined that this Agreement, the Contemplated Transactions Separation Agreement, the Distributions and the Merger are fair to, advisable and in the best interests of Parent Remainco, Spinco and its stockholders; their respective stockholders and (iib) authorizedauthorized and approved the execution, approved delivery and declared advisable performance of this Agreement, the Separation Agreement and the other Transaction Documents by Remainco and Spinco, as applicable, and approved the Distributions and the Merger and the other Contemplated Transactions. Remainco, including as the issuance sole stockholder of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares Spinco prior to the stockholders of Spin-Off, will have approved the Company pursuant to the terms of this Agreement Spin-Off and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the other applicable Contemplated Transactions are fair toto which Remainco is a party (other than the Merger). Intermediateco, advisable, and in as the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to Spinco, will adopt this Agreement and thereby approve the Merger as sole stockholder of Spinco immediately following the execution and delivery of this Agreement. No other vote of Spinco’s stockholders is necessary to consummate the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Remainco and Spinco, and, subject to the adoption of this Agreement by Intermediateco as sole stockholder of Spinco, and assuming the due authorization, execution and delivery of this Agreement by RMT Partner and Merger Sub Board (by unanimous written consent) hasSub, this Agreement constitutes a legal, valid and binding obligation of each of Remainco and Spinco, enforceable against each of Remainco and Spinco in accordance with its terms, subject to: (Ai) determined that laws of general application relating to bankruptcy, insolvency, the Contemplated Transactions are fair torelief of debtors and creditors’ rights generally and (ii) rules of law governing specific performance, advisableinjunctive relief and other equitable remedies (the “Bankruptcy and Equity Exceptions”). The Separation Agreement, and in the best interests of Second Merger Sub and its sole member; (B) authorizedReal Estate Matters Agreement, approved and declared advisable this the Intellectual Property Matters Agreement, the Tax Matters Agreement and the Contemplated Transactions; Employee Matters Agreement have been (and the Transition Services Agreement will be as of immediately prior to the Distributions) duly executed and delivered, as applicable, by Remainco, Spinco and their applicable Subsidiaries that are or will be party thereto, and assuming the due authorization, execution and delivery of such agreements by RMT Partner and its Subsidiaries, each such agreement does (Cor, in the case of each of the Transition Services Agreement will when executed and delivered) determined to recommendconstitute a legal, upon valid and binding obligation, of each of Remainco, Spinco or the terms and applicable Subsidiary of Remainco or Spinco party thereto, as applicable, enforceable against each of them party thereto in accordance with its terms, subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement Bankruptcy and thereby approve the Contemplated TransactionsEquity Exceptions.

Authority; Binding Nature of Agreement. Subject to obtaining the Required Parent Stockholder Vote (aas defined in Section 3.12) The and the vote of Parent as the sole stockholder of Merger Sub with respect to the Merger, each of Parent and each of its Subsidiaries (including Merger Sub has the Merger Subs) have all necessary corporate right, power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt Agreement. The board of directors of Parent (acting by written consent) as of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption date of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (ia) unanimously determined that the Contemplated Transactions issuance of Parent Common Stock in the Merger and filing of the Parent Restated Charter are advisable and fair to, advisable and in the best interests of of, Parent and its stockholders; (iib) authorizedunanimously authorized and approved the execution, approved delivery and declared advisable performance of this Agreement by Parent and unanimously approved the Merger and the Contemplated Transactions, including filing of the Parent Restated Charter; and (c) unanimously recommended the approval of the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to in the stockholders of the Company pursuant to the terms of this Agreement Merger and the treatment Parent Restated Charter by the holders of the Company Options pursuant to this Agreement; Parent Common Stock and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, directed that the stockholders issuance of Parent vote to approve Common Stock in the Parent Stockholder MattersMerger be submitted for consideration by Parent’s stockholders. The First board of directors of Merger Sub Board (by unanimous written consent) has: (Ai) unanimously determined that the Contemplated Transactions are Merger is advisable and fair to, advisable, and in the best interests of First of, Merger Sub and its sole stockholder; (Bii) authorizedunanimously authorized and approved the execution, delivery and performance of this Agreement by Merger Sub and unanimously approved the Merger; and declared advisable (iii) unanimously recommended the adoption of this Agreement by the stockholder of Merger Sub and directed that this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that Merger be submitted for consideration by the stockholder of First Merger Sub vote to adopt this Sub. This Agreement constitutes the legal, valid and thereby approve the Contemplated Transactions. The Second binding obligation of Parent and Merger Sub Board (by unanimous written consent) hasSub, enforceable against them in accordance with its terms, subject to: (A) determined that laws of general application relating to bankruptcy, insolvency and the Contemplated Transactions are fair to, advisable, relief of debtors; and in the best interests of Second Merger Sub and its sole member; (B) authorizedrules of law governing specific performance, approved injunctive relief and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including has the Merger Subs) have all necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement and the Ergen Support Agreement and, subject, with respect to Parent, subject to receipt of the Required Parent Stockholder Vote and(which will be received when the Ergen DISH Written Consent has been executed and delivered by the Ergen DISH Stockholders), with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated TransactionsMerger. The Parent Board (at meetings duly called and held) hasOn or prior to the date of this Agreement: (i) the Parent Special Committee has unanimously (A) determined that this Agreement and the Contemplated Transactions transactions contemplated by this Agreement, including the Merger, are fair toto and in the best interests of Parent and its stockholders (other than the Ergen DISH Stockholders) and (B) recommended that the Parent Board adopt resolutions approving, adopting and declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and recommending that Parent’s stockholders approve the issuance of shares of Parent Common Stock in connection with the Merger; and (ii) the Parent Board has, acting upon the unanimous recommendation of the Parent Special Committee, unanimously (A) duly and validly authorized and approved the execution, delivery and performance of this Agreement and the consummation of the Merger by Parent, (B) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are fair to and in the best interests of Parent and its stockholders; , (iiC) authorizedapproved, approved adopted and declared advisable this Agreement and the Contemplated Transactionstransactions contemplated by this Agreement, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommendMerger, upon on the terms and subject to the conditions set forth in this Agreement, (D) recommended that Parent’s stockholders approve the stockholders issuance of shares of Parent vote to approve Common Stock in connection with the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon on the terms and subject to the conditions set forth in this Agreement, Agreement (the “Parent Share Issuance”) and (E) directed that the stockholder Parent Share Issuance be submitted to a vote of First Merger Sub vote to adopt this Agreement Parent’s stockholders and thereby approve recommended the Contemplated Transactionsapproval of the Parent Share Issuance for purposes of the rules and regulations of Nasdaq by the holders of shares of Parent Common Stock (which shall be satisfied by the Ergen DISH Written Consent). The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, execution and in the best interests delivery of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; Ergen Support Agreement by Parent and (C) determined the consummation by Parent of the Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to recommendauthorize this Agreement other than, upon the terms and subject with respect to the conditions set forth in this AgreementMerger, that the member receipt of Second Merger Sub vote to adopt the Required Parent Stockholder Vote (which will be received when the Ergen DISH Written Consent has been executed and delivered by the Ergen DISH Stockholders). This Agreement and the Ergen Support Agreement have been duly executed and delivered on behalf of Parent and, assuming the due authorization, execution and delivery of this Agreement and thereby approve the Contemplated TransactionsErgen Support Agreement on behalf of the Company, the Ergen EchoStar Stockholders and the Ergen DISH Stockholders, as applicable, constitute the valid and binding obligations of Parent, enforceable against Parent in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally.

Authority; Binding Nature of Agreement. (a) The Parent Each of Marvell, HoldCo, Bermuda Merger Sub and each of its Subsidiaries (including Delaware Merger Sub has the Merger Subs) have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement andand to consummate the Contemplated Transactions, subjectsubject to: (i) the approval of this Agreement, with respect to Parent, to receipt of the Statutory Merger Agreement and the Bermuda Merger by the Required Parent Stockholder Vote and, with respect to Merger Subs, Marvell Shareholder Vote; (ii) the adoption of this Agreement by Parent Marvell in its capacity as sole stockholder of HoldCo; (iii) the approval of this Agreement, the Statutory Merger Subs, to perform Agreement and the Bermuda Merger by HoldCo in its obligations hereunder capacity as sole shareholder of Bermuda Merger Sub; and to consummate (iv) the Contemplated Transactionsadoption of this Agreement by HoldCo in its capacity as sole stockholder of Delaware Merger Sub. The Parent Board (at meetings duly called execution and held) has: (i) determined that delivery of this Agreement by Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub and the consummation by Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub of the Contemplated Transactions are fair tohave been duly authorized by all necessary corporate action on the part of Marvell, advisable and in the best interests of Parent and its stockholders; (ii) authorizedHoldCo, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Bermuda Merger Sub Board (by unanimous written consent) hasand Delaware Merger Sub, other than: (A) determined that the Contemplated Transactions are fair toapproval of this Agreement, advisablethe Statutory Merger Agreement and the Bermuda Merger by the Required Marvell Shareholder Vote, and in executing and delivering the best interests of First Statutory Merger Sub Agreement and its sole stockholderfiling the Bermuda Merger Application with the Registrar pursuant to the Bermuda Companies Act; (B) authorizedthe adoption of this Agreement by Marvell in its capacity as sole stockholder of HoldCo; (C) the approval of this Agreement, approved and declared advisable this the Statutory Merger Agreement and the Contemplated TransactionsBermuda Merger by HoldCo in its capacity as sole shareholder of Bermuda Merger Sub; and (CD) determined to recommendthe adoption of this Agreement by HoldCo in its capacity as sole stockholder of Delaware Merger Sub. This Agreement has been duly executed and delivered by Marvell, upon HoldCo, Bermuda Merger Sub and Delaware Merger Sub and constitutes the terms legal, valid and binding obligation of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub, enforceable against Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub in accordance with its terms, subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including the Merger Subs) have has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement andand the execution, subjectdelivery and performance by Parent of this Agreement has been duly authorized by any necessary action on the part of Parent and its board of directors, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, except for the adoption of this Agreement by Parent (immediately following the execution hereof) in its capacity as the sole stockholder shareholder of Merger SubsSub. This Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against it in accordance with its terms, subject to: (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of Law governing specific performance, injunctive relief, and other equitable remedies. Merger Sub has all necessary corporate or similar power and authority to enter into and to perform its obligations hereunder under this Agreement; and the execution, delivery and performance by Merger Sub of this Agreement has been duly authorized by any necessary action on the part of Merger Sub and its board of directors or managers. This Agreement constitutes the legal, valid and binding obligation of Merger Sub, enforceable against it in accordance with its terms, subject to: (A) Laws of general application relating to consummate bankruptcy, insolvency and the Contemplated Transactionsrelief of debtors; and (B) rules of Law governing specific performance, injunctive relief and other equitable remedies. The Parent Board (In compliance with the requirements of the ICL and its articles of association, Merger Sub, by resolutions duly adopted by unanimous vote of the board of directors of Merger Sub at meetings a meeting duly called and held) , which resolutions have not as of the Agreement Date been subsequently rescinded, modified or withdrawn in any way, has: (ix) determined that the Contemplated Transactions transactions contemplated by this Agreement, including the Merger, are fair to, advisable to and in the best interests of Parent Merger Sub and its stockholdersParent; (iiy) authorized, determined that no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of Merger Sub to its creditors; and (z) approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon Merger on the terms and subject to the conditions set forth herein. Except as stated in the first sentence of this Section 3.2, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger or any other transaction contemplated by this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions.

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger SubsSub, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger SubsSub, to perform its obligations hereunder under this Agreement and to consummate the Contemplated Transactions. The Parent Board (at meetings a meeting duly called and heldheld or by written consent in lieu of a meeting) hashas Unanimously: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to other actions contemplated by this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, advisable and in the best interests of First Merger Sub and its sole stockholder; (By) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the sole stockholder of First Merger Sub vote votes to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including has the Merger Subs) have all necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, subject to receipt of the Required Parent Stockholder Vote andVote, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated TransactionsMerger. The Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, on or prior to the date hereof, the Parent Board (at meetings duly called and held) hashas unanimously: (i) duly and validly authorized and approved the execution, the delivery and, subject to the receipt of the Required Parent Stockholder Vote, the performance of this Agreement and the consummation of the Merger, by Parent; (ii) determined that the Contemplated Transactions are Merger is fair to, advisable to and in the best interests of Parent and its stockholders; (iiiii) authorized, approved and declared advisable this Agreement and the Contemplated Transactionstransactions contemplated by this Agreement, including the Merger; (iv) subject to the terms and conditions hereof, approved the issuance of shares of Parent Common Stock Payment Shares in the Merger as contemplated by this Agreement (the “Parent Share Issuance”); and (v) directed that the Parent Preferred Stock Payment Shares Share Issuance be submitted to a vote of Parent’s stockholders, recommended the stockholders approval of the Company pursuant Parent Share Issuance for purposes of the rules and regulations of Nasdaq by the holders of shares of Parent Common Stock (the “Parent Board Recommendation”), and resolved to include the terms Parent Board Recommendation in the Joint Proxy Statement/Prospectus, subject to Section 4.3. Assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, the execution and delivery of this Agreement by Parent and the treatment consummation by Parent of the Company Options pursuant Merger and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement, in each case other than the adoption of this Agreement by Parent as the sole stockholder of Acquisition Sub (which shall occur immediately following the execution of this Agreement) and, with respect to the Parent Share Issuance, the receipt of the Required Parent Stockholder Vote. This Agreement has been duly executed and delivered on behalf of Parent and, assuming the due authorization, execution and delivery of this Agreement on behalf of the Company, constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally; and (iiiii) determined to recommendrules of law governing specific performance, upon the terms injunctive relief and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Stockholder MattersCommon Stock to the stockholders of the Company pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Table of Contents Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Parent and Merger Sub Board (and, assuming the due authorization, execution and delivery by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toCompany, advisableconstitutes the legal, valid and in the best interests binding obligation of Second Parent and Merger Sub, enforceable against each of Parent and Merger Sub and in accordance with its sole member; (B) authorizedterms, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger SubsSub, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger SubsSub, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Stockholder MattersCommon Stock to the stockholders of the Company pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Parent and Merger Sub Board (and, assuming the due authorization, execution and delivery by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toCompany, advisableconstitutes the legal, valid and in the best interests binding obligation of Second Parent and Merger Sub, enforceable against each of Parent and Merger Sub and in accordance with its sole member; (B) authorizedterms, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this AgreementEnforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, that the member of Second Merger Sub vote to adopt this Agreement Parent Board approved the Parent Stockholder Support Agreements and thereby approve the Contemplated Transactionstransactions contemplated thereby.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including Company has the Merger Subs) have all necessary requisite corporate power and authority to enter into and and, subject to the Required Company Shareholder Vote, to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt and each of the Required Parent Stockholder Vote and, with respect Ancillary Agreements to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactionswhich it is a party. The Parent Board board of directors of the Company (at meetings a meeting duly called and held) has: (ia) determined that the Contemplated Transactions Merger, this Agreement, the Voting Agreement, each of the Ancillary Agreements to which it is a party and the transactions contemplated by this Agreement and such Ancillary Agreements are advisable and fair to, advisable to and in the best interests of Parent the Company and its stockholders; shareholders, (iib) authorized, approved and declared advisable this Agreement and determined that the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares Price Per Share to be paid to the stockholders shareholders of the Company pursuant in the Merger is fair to those shareholders, (c) authorized and approved the terms execution, delivery and performance by the Company of this Agreement and the treatment each of the Company Options pursuant Ancillary Agreements to which it is a party and approved the Merger, this Agreement; , the Voting Agreement, each of the Ancillary Agreements to which it is a party and the transactions contemplated by this Agreement, the Voting Agreement and such Ancillary Agreements and (iiid) determined recommended the adoption of this Agreement by the holders of Company Common Stock and directed that this Agreement be submitted for consideration by the Company’s shareholders at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution, delivery and performance by the Company of this Agreement and each of the Ancillary Agreements to recommendwhich it is a party and the consummation by the Company of the transactions contemplated by this Agreement and such Ancillary Agreements have been duly and validly authorized by all necessary corporate action on the part of the Company, upon the terms and subject to the conditions set forth Required Company Shareholder Vote. This Agreement and each of the Ancillary Agreements to which the Company is a party has been duly executed by the Company and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in this Agreementaccordance with their terms, that subject to (i) laws of general application relating to bankruptcy, insolvency and the stockholders relief of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisabledebtors, and in the best interests (ii) rules of First Merger Sub law governing specific performance, injunctive relief and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.

Authority; Binding Nature of Agreement. (a) The Parent Each of CGI and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) of Directors of CGI has: (i) determined that this Agreement and the Contemplated Transactions Transactions, including the Merger, the issuance of shares of CGI Common Stock in the Merger and the amendment to CGI’s Certificate of Incorporation as set forth in Section 1.4(a)(ii), are advisable, fair to, advisable and in the best interests of Parent CGI and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the Merger, the issuance of Parent shares of CGI Common Stock Payment Shares in the Merger and Parent Preferred Stock Payment Shares the amendment to CGI’s Certificate of Incorporation as set forth in Section 1.4(a)(ii); (iii) recommended the stockholders approval of the Company pursuant issuance of shares of CGI Common Stock in the Merger and the amendment to CGI’s Certificate of Incorporation as set forth in Section 1.4(a)(ii) by the terms holders of CGI Common Stock; and (iv) directed that the issuance of shares of CGI Common Stock in the Merger and the amendment to CGI’s Certificate of Incorporation as set forth in Section 1.4(a)(ii) be submitted for approval by CGI’s stockholders at the CGI Stockholders’ Meeting (as defined in Section 5.3). The Board of Directors of Merger Sub has (w) determined that this Agreement and the treatment of Contemplated Transactions, including the Company Options pursuant to this Agreement; and (iii) determined to recommendMerger, upon the terms and subject to the conditions set forth in this Agreementare advisable, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; shareholder, (Bx) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and , including the Merger, (Cy) determined to recommendrecommend the approval and adoption of this Agreement to CGI as the sole shareholder of Merger Sub, upon and (z) directed that this Agreement be submitted to the terms sole shareholder of Merger Sub for approval and adoption. This Agreement has been duly executed and delivered by CGI and Merger Sub, and assuming the due authorization, execution and delivery by the Company constitutes the legal, valid and binding obligation of CGI or Merger Sub (as applicable), enforceable against each of CGI and Merger Sub in accordance with its terms, subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsBankruptcy Exception.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including the Merger Subs) have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder equityholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Shares, Parent Preferred Stock Payment Shares and Warrant Consideration to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The sole member of the Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions.

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommendrecommend that the stockholders of Parent vote to approve this Agreement and, upon the terms and subject to the conditions set forth in this Agreement, that the Contemplated Transactions, including the issuance of shares of Parent Common Stock to the stockholders of Parent vote the Company pursuant to approve the Parent Stockholder Mattersterms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommendrecommend that the stockholder of Merger Sub vote to adopt this Agreement and thereby approve, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement and each other Transaction Document to which Parent or Merger Sub Board is a party or signatory has been (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests case of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and any Transaction Document executed and delivered by Parent or Merger Sub in connection herewith) or will be (in the Contemplated Transactions; case of any other Transaction Document to be executed and delivered by Parent or Merger Sub at or prior to the Effective Time) duly executed and delivered by Parent or Merger Sub and, assuming the due authorization, execution and delivery by the Company (Cin the case of this Agreement) determined to recommendor the other parties (other than Parent or Merger Sub) thereto (in the case of any other Transaction Document), upon constitutes or will constitute, as the terms case may be, the legal, valid and binding obligation of Parent or Merger Sub, enforceable against Parent or Merger Sub in accordance with its terms, subject to the conditions set forth in this Enforceability Exceptions. Prior to the execution of the Parent Stockholder Support Agreement, that the member of Second Merger Sub vote to adopt this Parent Board approved the Parent Stockholder Support Agreement and thereby approve the Contemplated Transactionstransactions contemplated thereby.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including the Merger Subs) Subs have all necessary corporate power and authority to enter into and to perform its their obligations under this Agreement andand any Ancillary Agreements to which they are a party, subjectand the execution, with respect delivery and performance by Parent and the Merger Subs of this Agreement and any Ancillary Agreements to which they are a party have been duly authorized by all necessary action on the part of Parent, to receipt the Merger Subs and their respective boards of directors. This Agreement constitutes the Required legal, valid and binding obligation of Parent Stockholder Vote and, with respect to and the Merger Subs, enforceable against them in accordance with its terms, subject to (a) Laws of general application relating to bankruptcy, insolvency and the adoption relief of this Agreement by Parent in its capacity as sole stockholder debtors and (b) rules of Merger SubsLaw governing specific performance, to perform its obligations hereunder injunctive relief and to consummate the Contemplated Transactionsother equitable remedies. The Parent Board Board, acting upon the Special Committee Recommendation, has (at meetings duly called and heldx) has: (iA) determined that the Contemplated Transactions are it is fair to, advisable to and in the best interests of the Parent and its stockholders; (ii) authorized, approved the holders of the Parent Common Stock to enter into this Agreement and declared advisable this Agreement and the Contemplated Transactionstransactions contemplated by this Agreement advisable, including (B) adopted this Agreement and approved the issuance execution, delivery and performance of this Agreement by the Parent and the consummation of the Mergers and the other transactions contemplated by this Agreement and (C) resolved to recommend adoption of this Agreement and approval of the Mergers and the other transactions contemplated by this Agreement by the holders of Parent Common Stock Payment Shares (the “Parent Recommendation”) and Parent Preferred Stock Payment Shares (y) directed that this Agreement be submitted to the stockholders holders of the Company pursuant Parent Common Stock entitled to the terms vote for adoption of this Agreement and the treatment approval of the Company Options pursuant to Mergers and the other transactions contemplated by this Agreement; . The Special Committee has (i) been duly established, (ii) received an opinion of Xxxxxxxx Xxxxx Capital, Inc., the Special Committee’s financial advisor, to the effect that, as of the date of such opinion and subject to the limitations, qualifications and assumptions set forth therein, the aggregate consideration to be paid by the Parent (comprised of the Merger Shares to be issued by Parent) in the Merger is fair to Parent, from a financial point of view, and as of the date this Agreement, such opinion has not been withdrawn, revoked or modified, (iii) determined that it is fair to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub the Parent and its sole stockholder; (B) authorized, approved the holders of the Parent Common Stock to enter into this Agreement and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt transactions contemplated by this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (Biv) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject recommended to the conditions set forth in this Agreement, Parent Board that the member of Second Merger Sub vote to adopt this Agreement and thereby approve Parent Board make the Contemplated TransactionsParent Recommendation.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including the Merger Subs) have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options and the Company Convertible Debt pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Parent, in its capacity as the sole member of Second Merger Sub Board (by unanimous written consent) Sub, has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including the Merger Subs) have Company has all necessary requisite corporate power and authority authority, subject to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, (A) the adoption of this Agreement by Parent in its capacity the holders of a majority of the voting power of the outstanding shares of Company Common Stock and Company Series B Convertible Preferred Stock entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose, voting together as sole stockholder a single class on an as-converted to Company Common Stock basis, and (B) the approval of this Agreement and the Merger Subsby an affirmative vote or consent of the holders of a majority of the outstanding shares of Company Series B Convertible Preferred Stock ((A) and (B) collectively, “Company Stockholder Approval”), to enter into this Agreement, consummate the Merger and the other transactions contemplated hereby and perform its obligations hereunder and to consummate the Contemplated Transactionshereunder. The Parent Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s or any of its Subsidiaries’ capital stock or other securities necessary to adopt this Agreement and approve the transactions contemplated hereby, including the Merger. The Company Board (at meetings has duly called and held) unanimously adopted resolutions by which the Company Board has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement (including the agreement of merger, as such term is used in Section 251 of the DGCL) and the Contemplated Transactionstransactions contemplated hereby, including the issuance Merger and the Series B Charter Amendment; (ii) determined that the Merger and the other transactions contemplated by this Agreement are in the best interests of Parent Common Stock Payment Shares the Company and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to Company, (iii) authorized and approved the terms execution, delivery and performance of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon Merger on the terms and subject to the conditions set forth in this Agreement, herein; (iv) resolved to recommend that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable Company adopt this Agreement and (such recommendation, the Contemplated Transactions“Company Board Recommendation”); and (Cv) determined to recommend, upon the terms and subject directed that this Agreement be submitted to the conditions set forth in stockholders of the Company for their approval and adoption at a duly held meeting of such stockholders for such purpose. As of the date of this Agreement, that the stockholder of First Merger Sub vote resolutions referred to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorizedpreceding sentence have not been rescinded, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommendmodified, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsamended or withdrawn.

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Proteon Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Proteon Merger SubsSub, the adoption of this Agreement by Parent in its capacity as sole stockholder of Proteon Merger SubsSub, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and heldheld or by unanimous written consent in lieu of a meeting) has: (i) determined that the Contemplated Transactions are advisable and fair to, advisable and in the best interests of of, Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the Parent Series A Preferred Automatic Conversion, the Nasdaq Reverse Split, the Private Placement, the issuance of shares of Parent Common Capital Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and in connection with the Private Placement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders holders of Parent Series A Preferred Stock vote or consent to approve the Parent Series A Preferred Stockholder Matters; and (iv) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the holders of Parent Common Stock vote to approve the Parent Common Stockholder Matters. The First Proteon Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are advisable and fair to, advisable, and in the best interests of First of, Proteon Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Proteon Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including Company has the Merger Subs) have all necessary corporate power and authority to enter into and deliver and to perform its obligations under this Agreement andand to consummate the Transactions. The execution and delivery of this Agreement and the Support Agreements by the Company, subjectthe performance by the Company of its obligations hereunder, with respect to Parent, to receipt and the consummation of the Required Parent Stockholder Vote and, with respect Transactions have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to Merger Subs, authorize (a) the adoption execution and delivery of this Agreement by Parent in its capacity as sole stockholder the Company; (b) the performance by the Company of Merger Subs, to perform its obligations hereunder and to consummate hereunder; or (c) except for the Contemplated receipt of the Company Required Vote, the consummation of the Transactions. The Parent Company Board (at meetings a meeting duly called and held) has: has unanimously (ia) determined that this Agreement, the Contemplated Transactions Support Agreements and the Transactions, including the Merger, are fair advisable to, advisable and in the best interests of Parent interest of, the Company and its stockholders; , (iib) authorizedagreed that the Merger shall be governed and effected in accordance with the DGCL, approved and (c) declared it advisable to enter into this Agreement and the Contemplated Support Agreements and to consummate the Transactions, including the issuance Merger (clauses (a) and (c), the “Company Board Determination”), (d) authorized and approved the execution, delivery and performance by the Company of Parent Common Stock Payment Shares this Agreement and Parent Preferred Stock Payment Shares the consummation of the Transactions, including the Merger and (e) resolved to recommend that the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsMerger and the Transaction, which resolutions, subject to Section 5.1, have not been subsequently withdrawn or modified in a manner adverse to Parent. The Second Merger Sub Board (This Agreement has been duly executed and delivered by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisableCompany, and in the best interests of Second assuming due authorization, execution and delivery by Parent and Merger Sub and its sole member; (B) authorizedSub, approved and declared advisable this Agreement constitutes the legal, valid and binding obligations of the Company and is enforceable against the Company in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the Contemplated Transactions; relief of debtors and (Cb) determined to recommendrules of law governing specific performance, upon the terms injunctive relief and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.

Authority; Binding Nature of Agreement. Subject to obtaining the Required Aspen Stockholder Vote and the Aspen stockholder approval of the other Aspen Stockholder Matters (a) The Parent and with respect to the Equity Plan Proposals, in a form reasonably acceptable to Aspen as contemplated by the definition of such term), each of its Subsidiaries (including the Aspen and Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated TransactionsTransactions that are contemplated to be consummated by it. The Parent Aspen Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent Aspen and its stockholders; , (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent shares of Aspen Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent Aspen vote to approve the Parent Aspen Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, advisable and in the best interests of First Merger Sub and its sole stockholder; , (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; Transactions and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Xxxxx and Merger Sub Board (and, assuming the due authorization, execution and delivery by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toCompany, advisableconstitutes the legal, valid and in the best interests binding obligation of Second Aspen and Merger Sub, enforceable against each of Aspen and Merger Sub and in accordance with its sole member; (B) authorizedterms, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including the Merger Subs) have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Shareholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholdersshareholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders shareholders of Parent vote to approve the Parent Stockholder Shareholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions.

Authority; Binding Nature of Agreement. (a) The Parent Each of Gem and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Gem Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent Gem and its stockholders; , (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent shares of Gem Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent Gem vote to approve this Agreement and the Parent Stockholder MattersContemplated Transactions, including the issuance of shares of Gem Common Stock to the stockholders of the Company pursuant to the terms of this Agreement, (d) determined that an amendment to Gem’s certificate of incorporation to effect the Nasdaq Reverse Split and the other amendments contemplated by Section 2.4(c) is advisable and in the best interests of Gem and its stockholders and (e) determined to recommend that the stockholders of Gem vote to approve an amendment to Gem’s certificate of incorporation to effect the Nasdaq Reverse Split and to make the other amendments provided in Section 2.4. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; , (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; Transactions and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Gem and Merger Sub Board (and, assuming the due authorization, execution and delivery by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toCompany, advisableconstitutes the legal, valid and in the best interests binding obligation of Second Gem and Merger Sub, enforceable against each of Gem and Merger Sub and in accordance with its sole member; (B) authorizedterms, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent Corautus and each of its Subsidiaries (including the Merger Subs) have Corautus Subsidiary has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect subject to Parent, to receipt of obtaining the Required Parent Corautus Stockholder Vote and, with respect to Merger Subs, and the adoption of this Agreement by Parent Corautus in its capacity as the sole stockholder of Merger SubsSub, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board Each of the Boards of Directors of Corautus and Merger Sub (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are Merger is advisable and fair to, advisable to and in the best interests of Parent such Party and its stockholders; (iib) authorizedduly authorized and approved by all necessary corporate action, approved the execution, delivery and declared advisable performance of this Agreement and the Contemplated Transactions, including the issuance Merger; and (c) in the case of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to Merger Sub, recommended the stockholders of the Company pursuant to the terms adoption of this Agreement by its sole stockholder, and (d) in the case of Corautus, recommended that Corautus’s stockholders approve the issuance of Corautus Common Stock in the Merger, the Change of Control, the Corautus Charter Amendment, and the treatment of the Company Options Corautus Name Change Amendment pursuant to this Agreementproposals to be submitted for consideration by Corautus’s stockholders at the Corautus Stockholder Meeting. This Agreement has been duly executed and delivered by Corautus and Merger Sub, and assuming the due authorization, execution and delivery by VIA constitutes the legal, valid and binding obligation of Corautus or Merger Sub (as applicable), enforceable against each of Corautus and Merger Sub in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (iiiii) determined to recommendrules of law governing specific performance, upon the terms injunctive relief and subject other equitable remedies. Prior to the conditions set forth in this Agreementexecution of the Corautus Stockholder Voting Agreements, that the stockholders Board of Parent vote to approve Directors of Corautus approved the Parent Corautus Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement Voting Agreements and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionstransactions contemplated thereby.

Authority; Binding Nature of Agreement. (a) The Parent and each Subject to receipt of its Subsidiaries (including the Merger Subs) have Required Company Stockholder Vote, the Company has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt Agreement. As of the Required Parent Stockholder Vote and, with respect to Merger Subsdate of this Agreement, the adoption of Company Board has (a) determined that this Agreement by Parent in its capacity as sole stockholder of Agreement, the Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called , are advisable and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent the Company and its stockholders; stockholders (ii) authorizedother than Parent, approved its Affiliates and declared advisable this Agreement Xxxxxx Xxxxx, and the Contemplated Transactionstheir respective affiliates, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares as to the stockholders of which fairness the Company pursuant to Board has not made any determination), (b) authorized and approved the terms execution, delivery and performance of this Agreement and the treatment of by the Company Options pursuant to this Agreement; and approved the Merger, and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent Company Stockholder vote to approve entry into this Agreement and the Parent Stockholder Mattersconsummation of the Merger. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies. The First Merger Sub Company Board has (by unanimous written consentx) has: (A) determined that the Contemplated Transactions are it is fair to, advisable, to and in the best interests of First Merger Sub the Company and its sole stockholder; (B) authorized, approved the holders of the Company Capital Stock to enter into this Agreement and declared advisable this Agreement and the Contemplated Transactions; transactions contemplated by this Agreement advisable, (B) adopted this Agreement and approved the execution, delivery and performance of this Agreement by the Company and the consummation of the Mergers and the other transactions contemplated by this Agreement and (C) determined resolved to recommendrecommend adoption of this Agreement and approval of the Mergers and the other transactions contemplated by this Agreement by the holders of Company Capital Stock and (y) directed that this Agreement be submitted to the holders of Company Capital Stock entitled to vote for adoption of this Agreement and approval of the Mergers and the other transactions contemplated by this Agreement. The Company Board has (aa) received an opinion of Xxxxxxx Xxxxx & Associates, upon Inc., the terms Company Board’s financial advisor, to the effect that, as of the date of such opinion and subject to the conditions limitations, qualifications and assumptions set forth therein, the aggregate consideration to be received by the Company (comprised of the Merger Shares to be issued by Parent) in the Merger is fair to the Company, from a financial point of view, and as of the date this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement such opinion has not been withdrawn, revoked or modified and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (Abb) determined that the Contemplated Transactions are it is fair to, advisable, to and in the best interests of Second Merger Sub the Company and its sole member; (B) authorized, approved the holders of the Company Capital Stock to enter into this Agreement and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt transactions contemplated by this Agreement and thereby approve the Contemplated Transactionsadvisable.

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Subs has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held, including written consents) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; , (iib) authorized, approved and declared advisable this Agreement, the CVR Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Capital Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company Holders pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; , and (iiic) determined resolved to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder MattersConversion Proposal and Charter Amendment Proposal pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub 1 and its sole stockholder; member, (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; , and (Cz) determined resolved to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub 1 vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second sole member of Merger Sub Board (by unanimous written consent) 2 has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub 2 and its sole member; , (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; Transactions and (Cz) determined resolved to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub 2 vote to adopt this Agreement and thereby approve the Contemplated Transactions. This Agreement has been duly executed and delivered by Xxxxxx and Xxxxxx Subs and, assuming the due authorization, execution, and delivery by the Company, constitutes the legal, valid, and binding obligation of Parent and Merger Subs, enforceable against each of Parent and Merger Subs in accordance with its terms, subject to the Enforceability Exceptions.

Authority; Binding Nature of Agreement. Subject to obtaining the Required Parent Shareholder Vote (aas defined in Section 3.11) The and the vote of Parent as the sole stockholder of Merger Sub with respect to the First Merger and the vote of Parent as the sole stockholder of the Surviving Corporation with respect to the Second Merger, each of Parent and each of its Subsidiaries (including Merger Sub has the Merger Subs) have all necessary corporate right, power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt Agreement. The board of directors of Parent (at a meeting duly called and held or acting by written consent) as of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption date of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (ia) unanimously determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares in the First Merger is advisable and fair to, and in the best interests of, Parent Preferred Stock Payment Shares to and its shareholders; (b) unanimously authorized and approved the stockholders of the Company pursuant to the terms execution, delivery and performance of this Agreement by Parent and unanimously approved the treatment of the Company Options pursuant to this AgreementMergers; and (iiic) determined to recommend, upon unanimously recommended the terms approval of the issuance of Parent Common Stock in the First Merger by the holders of Parent Common Stock and subject to the conditions set forth in this Agreement, directed that the stockholders issuance of Parent vote to approve Common Stock in the First Merger be submitted for consideration by Parent’s 38. shareholders at the Parent Stockholder MattersShareholders’ Meeting. The First board of directors of Merger Sub Board (by unanimous written consent) has: (Ai) unanimously determined that the Contemplated Transactions Mergers are advisable and fair to, advisable, and in the best interests of First of, Merger Sub and its sole stockholder; (Bii) authorizedunanimously authorized and approved the execution, delivery and performance of this Agreement by Merger Sub and unanimously approved the First Merger; and declared advisable (iii) unanimously recommended the adoption of this Agreement by the stockholder of Merger Sub and directed that this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that First Merger be submitted for consideration by the stockholder of First Merger Sub vote to adopt this Sub. This Agreement constitutes the legal, valid and thereby approve the Contemplated Transactions. The Second binding obligation of Parent and Merger Sub Board (by unanimous written consent) hasSub, enforceable against them in accordance with its terms, subject to: (A) determined that laws of general application relating to bankruptcy, insolvency and the Contemplated Transactions are fair to, advisable, relief of debtors; and in the best interests of Second Merger Sub and its sole member; (B) authorizedrules of law governing specific performance, approved injunctive relief and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: has (iother than Xxxxx Xxxxxxxx, who recused himself) (a) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Stockholder MattersCommon Stock to the stockholders of the Company pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Parent and Merger Sub Board (and, assuming the due authorization, execution and delivery by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toCompany, advisableconstitutes the legal, valid and in the best interests binding obligation of Second Parent and Merger Sub, enforceable against each of Parent and Merger Sub and in accordance with its sole member; (B) authorizedterms, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent Each of Zordich and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Zordich Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent Zordich and its stockholders; , (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent shares of Zordich Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent Zordich vote to approve this Agreement and the Parent Stockholder MattersContemplated Transactions, including the issuance of shares of Zordich Common Stock to the stockholders of the Company pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; , (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; Transactions and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Zordich and Merger Sub Board (and, assuming the due authorization, execution and delivery by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toCompany, advisableconstitutes the legal, valid and in the best interests binding obligation of Second Zordich and Merger Sub, enforceable against each of Zordich and Merger Sub and in accordance with its sole member; (B) authorizedterms, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent Each of Parent, Merger Sub and each of its Subsidiaries (including the Merger Subs) have Sub 2 has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger SubsSub and Merger Sub 2, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger SubsSub and Merger Sub 2, to perform its obligations hereunder and to consummate the Contemplated Transactions and no other corporate act or proceeding on Parent, Merger Sub or Merger Sub 2’s part is necessary to authorize the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholdersshareholders; (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First boards of Merger Sub Board and Merger Sub 2 (by unanimous written consent) hashave: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and Merger Sub 2 and its sole stockholder; (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub and Merger Sub 2 vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (This Agreement has been duly executed and delivered by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toParent, advisable, and in the best interests of Second Merger Sub and Merger Sub 2 and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Parent, Merger Sub and Merger Sub 2, enforceable against each of Parent, Merger Sub and Merger Sub 2 in accordance with its sole member; (B) authorizedrespective terms, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent Each of Vibrant and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Vibrant Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent Vibrant and its stockholders; shareholders, (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Vibrant Ordinary Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders shareholders of Parent Vibrant vote to approve this Agreement and the Parent Stockholder MattersContemplated Transactions, including the issuance of Vibrant Ordinary Shares to the stockholders of the Company pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; , (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; Transactions and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Vxxxxxx and Mxxxxx Sub and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Vibrant and Merger Sub, enforceable against each of Vibrant and Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toin accordance with its terms, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including Company has the Merger Subs) have all necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, subject to receipt of the Required Parent Company Stockholder Vote Vote, to consummate the First Merger. Assuming the accuracy of Parent’s and Acquisition Subs’ representations and warranties set forth in Section 3.17 hereof, on or prior to the date hereof, the Company Board has unanimously: (a) duly and validly authorized and approved the execution, the delivery and, with respect subject to Merger Substhe receipt of the Required Company Stockholder Vote, the adoption performance of this Agreement and the consummation of the First Merger by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board Company; (at meetings duly called and held) has: (ib) determined that the Contemplated Transactions are First Merger is fair to, advisable to and in the best interests of Parent the Company and its stockholders; (iic) authorized, approved and declared advisable this Agreement and the Contemplated Transactionsconsummation of the transactions contemplated by this Agreement, including the issuance of Parent Common Stock Payment Shares First Merger; and Parent Preferred Stock Payment Shares (d) resolved that (i) this Agreement be submitted to the stockholders a vote of the Company pursuant Company’s stockholders and, (ii) subject to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth contained in this Agreement, including Section 4.5, to recommend that the Company’s stockholders adopt this Agreement (the “Company Board Recommendation”), and to include the Company Board Recommendation in the Joint Proxy Statement/Prospectus. Assuming the accuracy of Parent’s and Acquisition Subs’ representations and warranties set forth in Section 3.17 hereof, the execution and delivery of this Agreement by the Company and the consummation by the Company of the First Merger and other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, in each case other than, with respect to the consummation of the Mergers, the receipt of the Required Company Stockholder Vote and the filing of the Certificates of Merger as required by the DGCL. This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent vote to approve and the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) hasAcquisition Subs and the accuracy of Parent’s and Acquisition Subs’ representations and warranties set forth in Section 3.17 hereof, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (Ai) determined that the Contemplated Transactions are fair tolaws of general application relating to bankruptcy, advisableinsolvency, and reorganization, moratorium or other similar laws, now or hereafter in the best interests of First Merger Sub and its sole stockholder; (B) authorizedeffect, approved and declared advisable this Agreement and the Contemplated Transactionsaffecting creditors’ rights generally; and (Cii) determined to recommendrules of law governing specific performance, upon injunctive relief and other equitable remedies (the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions“General Enforceability Exception”).

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger SubsSub) have has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Shareholder Vote and, with respect to Merger SubsSub, the adoption of this Agreement by Parent in its capacity as sole stockholder shareholder of Merger SubsSub, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholdersshareholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares ADSs to the stockholders shareholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders shareholders of Parent vote to approve this Agreement and the Contemplated Transactions, including the issuance of Parent Stockholder MattersADSs to the shareholders of the Company pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, advisable and in the best interests of First Merger Sub and its sole stockholdershareholder; (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder sole shareholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Parent and Merger Sub Board (and, assuming the due authorization, execution and delivery by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toCompany, advisableconstitutes the legal, valid and in the best interests binding obligation of Second Parent and Merger Sub, enforceable against each of Parent and Merger Sub and in accordance with its sole member; (B) authorizedterms, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this AgreementEnforceability Exceptions. Prior to the execution of the Parent Shareholder Support Agreements, that the member of Second Merger Sub vote to adopt this Agreement Parent Board approved the Parent Shareholder Support Agreements and thereby approve the Contemplated Transactionstransactions contemplated thereby.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including Company has the Merger Subs) have all necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subjectsubject to the affirmative vote of the holders of at least 50% of the outstanding Company Common Shares and 75% of the outstanding Company Series E Preferred Shares, with respect in each case, entitled to Parentvote on the matter at the Shareholders Meeting to approve this Agreement (collectively, the “Company Shareholder Approval”), to receipt consummate the Transactions. The Company Board has duly adopted resolutions unanimously (i) approving and declaring advisable this Agreement, the Mergers and the other Transactions, (ii) approving the execution, delivery and performance of this Agreement and, subject to obtaining the Company Shareholder Approval, the consummation by the Company of the Required Parent Stockholder Vote andTransactions, with respect including the Company Merger, (iii) directing that, subject to the terms and conditions of this Agreement, the Company Merger Subsbe submitted to the shareholders of the Company for their approval, and (iv) resolving to, subject to the terms and conditions of this Agreement, recommend the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders approval of the Company pursuant Merger and the other Transactions by the shareholders of the Company (the “Company Board Recommendation”), and to include the terms Company Board Recommendation in the Proxy Statement, which resolutions, except as permitted under Section 5.2, have not been subsequently rescinded, withdrawn or modified in a manner adverse to Parent. The execution and delivery of this Agreement by the Company and the treatment consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company Options pursuant are necessary to authorize the execution, delivery and performance by the Company of this Agreement; Agreement other than, with respect to consummation of the Company Merger, obtaining the Company Shareholder Approval. This Agreement has been duly executed and (iii) determined to recommenddelivered on behalf of the Company Parties and, upon assuming the terms due authorization, execution and delivery of this Agreement on behalf of the Parent Parties, constitutes the valid and binding obligation of the Company, enforceable against the Company Parties in accordance with its terms, subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, Bankruptcy and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEquity Exception.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including the Merger Subs) have Company has all necessary requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining the Shareholder Approval, to consummate the transactions contemplated hereby and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactionshereunder. The Parent Board (Company Board, by resolutions adopted at meetings a meeting duly called and held) has: , at which all of the directors of the Company Board were present in person or by telephone in compliance with the applicable provisions of the VSCA, duly and unanimously (ia) determined that this Agreement, the Contemplated Transactions Merger, and the other transactions contemplated hereby are advisable and fair to, advisable to and in the best interests of Parent the Company and its stockholders; shareholders, (iib) authorizedadopted, approved and declared advisable this Agreement and the Contemplated Transactionsrelated Plan of Merger and the transactions contemplated hereby and thereby, including the issuance Merger, and authorized and approved the execution, delivery and performance of Parent this Agreement, (c) resolved to recommend (subject to Section 5.02) that the holders of shares of Company Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of approve this Agreement and the treatment related Plan of Merger and the Merger at the Shareholders’ Meeting (the “Company Board Recommendation”) and (d) elected, to the extent permitted by applicable Laws, to make inapplicable all state takeover laws or similar Laws, including Article 14 (Affiliated Transactions) of the VSCA, to the extent they might otherwise apply to the execution, delivery, performance or consummation of this Agreement or the transactions contemplated hereby, and none of the aforesaid resolutions by the Company Board has been amended, rescinded or modified as of the date hereof. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company Options pursuant and no additional corporate proceedings on the part of the Company are necessary to authorize this AgreementAgreement or the consummation of the transactions contemplated hereby (including the Merger), other than obtaining the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws, now or hereinafter in effect, relating to or affecting creditors’ rights generally; and (iiiii) determined to recommendrules of Law governing specific performance, upon injunctive relief and other equitable remedies (whether considered in a proceeding in equity or at law) (the terms “Bankruptcy and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEquity Exception”).

Authority; Binding Nature of Agreement. Subject to obtaining the Required Parent Stockholder Vote (aas defined in Section 3.19) The and the vote of Parent as the sole stockholder of Merger Sub with respect to the Merger, each of Parent and each of its Subsidiaries (including Merger Sub has the Merger Subs) have all necessary corporate right, power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt Agreement. The board of directors of Parent (at a meeting duly called and held or acting by written consent) as of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption date of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (ia) unanimously determined that the Contemplated Transactions issuance of Parent Common Stock in the Merger and the Charter Amendment are advisable and fair to, advisable and in the best interests of of, Parent and its stockholders; (iib) authorizedunanimously authorized and approved the execution, approved delivery and declared advisable performance of this Agreement by Parent and unanimously approved the Merger and the Contemplated Transactions, including Charter Amendment; and (c) unanimously recommended the approval of the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to in the stockholders of the Company pursuant to the terms of this Agreement Merger and the treatment Charter Amendment by the holders of the Company Options pursuant to this Agreement; Parent Common Stock and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, directed that the stockholders issuance of Parent vote to approve Common Stock in the Merger be submitted for consideration by Parent’s stockholders at the Parent Stockholder MattersStockholders’ Meeting. The First board of directors of Merger Sub Board (by unanimous written consent) has: (Ai) unanimously determined that the Contemplated Transactions are Merger is advisable and fair to, advisable, and in the best interests of First of, Merger Sub and its sole stockholder; (Bii) authorizedunanimously authorized and approved the execution, delivery and performance of this Agreement by Merger Sub and unanimously approved the Merger; and declared advisable (iii) unanimously recommended the adoption of this Agreement by the stockholder of Merger Sub and directed that this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that Merger be submitted for consideration by the stockholder of First Merger Sub vote to adopt this Sub. This Agreement constitutes the legal, valid and thereby approve the Contemplated Transactions. The Second binding obligation of Parent and Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toSub, advisable, and enforceable against them in the best interests of Second Merger Sub and accordance with its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions.terms,

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger SubsSub, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger SubsSub, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Stockholder MattersCommon Stock to the stockholders of the Company pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Parent and Merger Sub Board (and, assuming the due authorization, execution and delivery by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toCompany, advisableconstitutes the legal, valid and in the best interests binding obligation of Second Parent and Merger Sub, enforceable against each of Parent and Merger Sub and in accordance with its sole member; (B) authorizedterms, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Subs has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, and subject, with respect to Parent, to receipt of the Required approval of the Parent Stockholder Vote Matters and, with respect to Merger Subs, to the adoption of this Agreement by Parent in its capacity as sole stockholder or sole member of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; , (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Capital Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder MattersMatters pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Aa) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; , (Bb) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; Transactions and (Cc) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the sole stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (Aa) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; , (Bb) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; Transactions and (Cc) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the sole member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. This Agreement has been duly executed and delivered by Xxxxxx and Xxxxxx Subs and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Parent and Merger Subs, enforceable against each of Parent and Merger Subs in accordance with its terms, subject to the Enforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent Fox and each of its Subsidiaries (including the Merger Subs) Newco have all necessary requisite corporate right, power and authority to enter into and to perform its their respective obligations under this Agreement, the Distribution Agreement and the other Transaction Documents, as applicable, to which it is a party and, subject, with respect subject to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity Fox as the sole stockholder of Merger SubsNewco (which shall occur immediately after the execution and delivery hereof), to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Each of the Fox Board and the Newco Board (in each case, at meetings a meeting duly called and heldheld and not subsequently rescinded or modified in any way) hasand Fox as the sole stockholder of Newco have: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve Distribution Agreement, the Parent Stockholder Matters. The First Distribution, the Direct Sales and the Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are advisable and fair to, advisable, and in the best interests of First Merger Sub Fox, Newco and its sole stockholder; their respective stockholders and (Bb) authorizedauthorized and approved the execution, approved delivery and declared advisable performance of this Agreement, the Distribution Agreement and the other Transaction Documents by Fox and Newco, as applicable, and approved the Distribution and the Merger and the other Contemplated Transactions; and (C) determined to recommend. Fox, upon as the terms and subject sole stockholder of Newco prior to the conditions set forth in this AgreementDistribution, that has approved the stockholder of First Merger Sub vote to Distribution and the other Contemplated Transactions (other than the Merger) and will adopt this Agreement and thereby approve the Merger as sole stockholder of Newco immediately following the execution and delivery of this Agreement. No other vote of Newco’s stockholders is necessary to consummate the Contemplated Transactions. The Second Merger Sub Board (This Agreement has been duly executed and delivered by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toFox and Newco, advisableand, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member adoption of Second Merger Sub vote to adopt this Agreement by Fox as sole stockholder of Newco, and thereby approve assuming the Contemplated Transactionsdue authorization, execution and delivery of this Agreement by Ainge and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of each of Fox and Newco, enforceable against each of Fox and Newco in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency, the relief of debtors and creditors’ rights generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) The Parent Each of Fresh Vine and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Fresh Vine Board (at meetings duly called and held) has: has (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent Fresh Vine and its stockholders; shareholders, (iib) authorized, approved and declared advisable this Agreement Agreement, the other Transaction Documents and the Contemplated Transactions, including the issuance of Parent shares of Fresh Vine Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders shareholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders shareholders of Parent Fresh Vine vote to approve the Parent Stockholder MattersContemplated Transactions, including the Stock Purchase. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; shareholder, (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; Transactions and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder shareholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Fresh Vine and Xxxxxx Sub and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Fresh Vine and Merger Sub, enforceable against each of Fresh Vine and Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toin accordance with its terms, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent Each of Nautilus and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Nautilus Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent Nautilus and its stockholders; (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent shares of Nautilus Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options and Company Warrants pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent Nautilus vote to approve this Agreement and the Parent Stockholder MattersContemplated Transactions, including the issuance of shares of Nautilus Common Stock to the stockholders of the Company pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Nautilus and Merger Sub Board (and, assuming the due authorization, execution and delivery by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toCompany, advisableconstitutes the legal, valid and in the best interests binding obligation of Second Nautilus and Merger Sub, enforceable against each of Nautilus and Merger Sub and in accordance with its sole member; (B) authorizedterms, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this AgreementEnforceability Exceptions. Prior to the execution of the Nautilus Stockholder Support Agreements, that the member of Second Merger Sub vote to adopt this Agreement Nautilus Board approved the Nautilus Stockholder Support Agreements and thereby approve the Contemplated Transactionstransactions contemplated thereby.

Authority; Binding Nature of Agreement. (a) The Parent Milan and each of its Subsidiaries (including the Merger Subs) have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Milan Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent Milan and its stockholdersshareholders; (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including (i) the allotment and issuance by Milan of Milan Ordinary Shares, to be held by or on behalf of the Depositary in accordance with the terms of the Deposit Agreement; (ii) the issuance by the Depositary of Parent Common Stock Payment Milan Depositary Shares representing such Milan Depositary Shares; and Parent Preferred Stock Payment Shares (iii) the grant of Milan CVRs, each representing the right to receive a contingent payment upon the achievement of certain milestones set forth in, and subject to and in accordance with the terms and conditions of the CVR Agreement, to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub HoldCo Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub HoldCo and its sole memberstockholder; (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member stockholder of Second Merger Sub HoldCo vote to adopt this Agreement and thereby approve the Contemplated Transactions. HoldCo, acting in its capacity as the sole stockholder of Merger Sub, has approved the execution, delivery and performance by Merger Sub of this Agreement and the Contemplated Transactions. This Agreement has been duly executed and delivered by Milan, HoldCo and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Milan, HoldCo and Merger Sub, enforceable against each of Milan, HoldCo and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Milan Shareholder Support Agreements, the Milan Board approved the Milan Shareholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. (a) The Parent Each of Terrain and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Terrain Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent Terrain and its stockholders; , (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent shares of Terrain Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and , (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent Terrain vote to approve the Parent Stockholder MattersContemplated Transactions, including the issuance of shares of Terrain Common Stock to the stockholders of the Company and an amendment to Terrain’s certificate of incorporation to effect the Reverse Stock Split pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; , (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; Transactions and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Xxxxxxx and Xxxxxx Sub and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Terrain and Merger Sub, enforceable against each of Terrain and Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toin accordance with its terms, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent Each of NetScout and each of its Subsidiaries (including the Merger Subs) Subs have all necessary requisite corporate or limited liability company, as applicable, right, power and authority to enter into and to perform its their respective obligations under this Agreement, the Distribution Agreement and the other Transaction Documents, as applicable, to which it is a party and, subject, with respect subject to Parent, to receipt of obtaining the Required Parent NetScout Stockholder Vote andand the Required Merger Sub Stockholder Vote, with respect to Merger Subsrespectively, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent NetScout Board (at meetings a meeting duly called and held) hasand NetScout, as the sole stockholder of Merger Sub and as the sole member of Merger Sub II, have: (ia) determined that this Agreement and the Contemplated Transactions Mergers are advisable and fair to, advisable and in the best interests of Parent of, NetScout and its stockholders; stockholders and (iib) authorizedauthorized and approved the execution, approved delivery and declared advisable performance of this Agreement by NetScout and the Contemplated Transactions, including the issuance of Parent shares of NetScout Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined recommended the approval of the issuance of the NetScout Common Stock pursuant to recommend, upon this Agreement for purposes of Nasdaq Listing Rule 5635 by the terms holders of NetScout Common Stock and subject to the conditions set forth in this Agreement, directed that the issuance of such shares be submitted for consideration by NetScout’s stockholders at the NetScout Stockholders’ Meeting. Assuming the due authorization, execution and delivery of Parent vote to approve the Parent Stockholder Matters. The First this Agreement by Xxxxxxx and Newco, this Agreement constitutes a legal, valid and binding obligation of each of NetScout and Merger Sub Board (by unanimous written consent) hasSubs, enforceable against each of NetScout and Merger Subs in accordance with its terms, subject to: (Ai) determined that laws of general application relating to bankruptcy, insolvency, the Contemplated Transactions are fair to, advisable, relief of debtors and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactionscreditors’ rights generally; and (Cii) determined to recommendrules of law governing specific performance, upon the terms injunctive relief and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.

Authority; Binding Nature of Agreement. (a) The Parent Each of Yumanity and Merger Sub and each of its Subsidiaries (including the Merger Subs) Yumanity Subsidiary have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt Agreement. The Yumanity Board of Directors and the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption Board of this Agreement by Parent in its capacity as sole stockholder Directors of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board Sub (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are advisable and fair to, advisable to and in the best interests of Parent such Party and its stockholdersstockholders or shareholders, as applicable; (iib) authorizedduly authorized and approved by all necessary corporate action, approved the execution, delivery and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms performance of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommendtransactions contemplated hereby, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and including the Contemplated Transactions; and (Cc) determined to recommend, upon recommended the terms adoption and subject to approval of this Agreement by the conditions set forth in holders of Yumanity Common Stock and directed that this Agreement, that the stockholder Reverse Split (to the extent applicable and deemed necessary by the Parties) and the issuance of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that shares of Yumanity Common Stock in the Contemplated Transactions are fair to, advisable, be submitted for consideration by Yumanity’s stockholders at the Yumanity Stockholders’ Meeting. This Agreement has been duly executed and in the best interests of Second delivered by Yumanity and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Yumanity and Merger Sub (as applicable), enforceable against Yumanity or Merger Sub (as applicable) in accordance with its sole member; terms, subject to: (Bi) authorizedlaws of general application relating to bankruptcy, approved and declared advisable this Agreement insolvency and the Contemplated Transactionsrelief of debtors; and (Cii) determined to recommendrules of law governing specific performance, upon the terms injunctive relief and subject other equitable remedies. Prior to the conditions set forth in this Agreementexecution of the Yumanity Stockholder Support Agreements, that the member Yumanity Board of Second Directors approved the Yumanity Stockholder Support Agreements and the transactions contemplated thereby. Merger Sub vote was formed solely to adopt this Agreement facilitate the Merger and thereby approve the Contemplated Transactionshas no assets, liabilities or operations except in connection therewith.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including the Merger Subs) have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including the Merger Subs) have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger SubsSub, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger SubsSub, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions.

Authority; Binding Nature of Agreement. (a) The Parent Subject to obtaining the requisite approval of the Company’s shareholders in accordance with the TBCA, the Company has the absolute and each of its Subsidiaries (including the Merger Subs) have all necessary corporate unrestricted right, power and authority to enter into and to perform its obligations under this Agreement andand any Related Agreement to which it is a party; and the execution, subject, with respect to Parent, to receipt of delivery and performance by the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption Company of this Agreement and any Related Agreement to which it is a party have been duly authorized by Parent in all necessary action on the part of the Company and its capacity as sole stockholder board of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactionsdirectors. The Parent Board (at meetings duly called Company is authorized under applicable Legal Requirements and held) has: the Company Constituent Documents to obtain the Required Shareholder Approval by less than the unanimous written consent of its shareholders. The consent of (i) determined that a majority of the Contemplated Transactions are fair to, advisable and in voting power represented by the best interests of Parent and its stockholders; Company Capital Stock (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent on an as converted to Company Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders basis) outstanding as of the Company pursuant to close of business on the date on which the Company’s board of directors approves the principal terms of this Agreement and the treatment Merger or such other date as the Company’s board of directors sets as the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote record date for shareholders to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; Merger (the “Board Approval Date”), (ii) holders of a majority of the Company Common Stock outstanding as of the Board Approval Date, (iii) holders of a majority of the Company Series A Stock outstanding as of the Board Approval Date, (iv) holders of at least sixty-seven percent (67%) of the Company Series B Stock outstanding as of the Board Approval Date and (Cv) determined holders of a majority of the Company Preferred Stock outstanding as of the Board Approval Date is the only consent of the shareholders of the Company needed to recommend, upon approve the principal terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsMerger and the transactions contemplated hereby (the “Required Company Shareholder Approval”). The Second Merger Sub consent of (vi) a majority of the voting power represented by the Company Capital Stock (on an as converted to Company Common Stock basis) outstanding as of the Board Approval Date, (vii) holders of a majority of the Company Series A Stock outstanding as of the Board Approval Date, (viii) holders of at least sixty-seven percent (67%) of the Company Series B Stock outstanding on the Board Approval Date and (ix) holders of a majority of the Company Preferred Stock outstanding on the Board Approval Date is the only consent of the shareholders of the Company necessary to approve the Company Charter Amendment. This Agreement and each Related Agreement to which the Company is a party has been duly executed and delivered by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisableCompany, and assuming due authorization, execution and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in the best interests accordance with its terms, subject to (i) laws of Second Merger Sub and its sole member; (B) authorizedgeneral application relating to bankruptcy, approved and declared advisable this Agreement insolvency and the Contemplated Transactions; relief of debtors, and (Cii) determined to recommendrules of law governing specific performance, upon the terms injunctive relief and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including has the Merger Subs) have all necessary requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated TransactionsAgreement. The Board of Directors of Parent Board has (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions transactions contemplated by this Agreement are fair to, advisable to and in the best interests of Parent, and (b) authorized and approved the execution, delivery and performance of this Agreement by Parent. The execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its stockholders; terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) authorizedrules of law governing specific performance, approved injunctive relief and declared advisable this Agreement and the Contemplated Transactionsother equitable remedies. Acquisition Sub is a newly formed, including the issuance indirect wholly-owned Subsidiary of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares has the requisite corporate power and authority to the stockholders of the Company pursuant enter into and to the terms of this Agreement and the treatment of the Company Options pursuant to perform its obligations under this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Board of Directors of Acquisition Sub Board has (by unanimous written consent) has: (Aa) determined that the Contemplated Transactions transactions contemplated by this Agreement are fair to, advisable, to and in the best interests of First Merger Acquisition Sub and its sole stockholder; , and (Bb) authorizedauthorized and approved the execution, approved delivery and declared advisable performance of this Agreement by Acquisition Sub. The execution and delivery of this Agreement by Acquisition Sub and the Contemplated Transactions; consummation by Acquisition Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Acquisition Sub, and (C) determined no other corporate proceedings on the part of Acquisition Sub are necessary to recommendauthorize this Agreement other than, upon the terms and subject with respect to the conditions set forth in this AgreementMerger, that the filing of the appropriate merger documents as required by the DGCL. The sole stockholder of First Merger Acquisition Sub will vote to adopt this Agreement (or take such other appropriate actions in the case of a merger pursuant to Section 253 of the DGCL) immediately after the execution and thereby approve delivery of this Agreement. This Agreement has been duly executed and delivered by Acquisition Sub and, assuming the Contemplated Transactions. The Second Merger due authorization, execution and delivery of this Agreement by the Company, constitutes the valid and binding obligation of Acquisition Sub, enforceable against Acquisition Sub Board in accordance with its terms, subject to (by unanimous written consenti) has: (A) determined that laws of general application relating to bankruptcy, insolvency and the Contemplated Transactions are fair to, advisablerelief of debtors, and in the best interests (ii) rules of Second Merger Sub law governing specific performance, injunctive relief and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: has (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholdersshareholders; and (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders shareholders of the Company pursuant to the terms of this Agreement. The Merger Sub Board has: (x) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Merger Sub and its sole shareholder; (y) deemed advisable and approved this Agreement and the treatment of the Company Options pursuant to this AgreementContemplated Transactions; and (iiiz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders shareholder of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Parent, as the sole shareholder of Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toSub, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, has approved and declared advisable this Agreement and the Contemplated Transactions; . This Agreement has been duly executed and (C) determined to recommenddelivered by Parent and Merger Sub and, upon assuming the terms due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the conditions set forth Enforceability Exceptions. The Parent Board and the Merger Sub Board have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Contemplated Transactions. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger, the issuance of Parent Common Stock under this Agreement, that and the member of Second Merger Sub vote to adopt other transactions contemplated by this Agreement and thereby approve the Contemplated TransactionsAgreement.

Authority; Binding Nature of Agreement. (a) The Parent Each of Frequency and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Frequency Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent Frequency and its stockholders; , (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common shares of Frequency Capital Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company Korro pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and , (iiic) determined to recommend, upon recommend the terms and subject Frequency Board Recommendation to the conditions set forth in this Agreement, that the stockholders of Parent vote Frequency, and (d) determined to approve and recommend the Parent Stockholder Mattersforms of the Charter Amendment Proposals to the stockholders of Frequency as promptly as practicable after the forms thereof are mutually agreed to by Frequency and Xxxxx. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; , (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; Transactions and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Frequency and Xxxxxx Sub and, assuming the due authorization, execution and delivery by Xxxxx, constitutes the legal, valid and binding obligation of Frequency and Merger Sub, enforceable against each of Frequency and Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toin accordance with its terms, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Shareholder Vote and, with respect to Merger SubsSub, the adoption of this Agreement by Parent in its capacity as sole stockholder shareholder of Merger SubsSub, to perform its obligations hereunder and to consummate the Contemplated TransactionsTransactions to which it is a party. The Parent Board (at meetings duly called and held) has: (i) determined that the Contemplated Transactions to which it is a party are fair to, advisable and in the best interests of Parent and its stockholdersshareholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated TransactionsTransactions to which it is a party, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Ordinary Shares to the stockholders shareholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options and Company Warrants pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders shareholders of Parent vote to approve this Agreement and the Contemplated Transactions, including the issuance of Parent Stockholder MattersOrdinary Shares to the shareholders of the Company pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions to which it is a party are fair to, advisable, advisable and in the best interests of First Merger Sub and its sole stockholdershareholder; (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated TransactionsTransactions to which it is a party; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder sole shareholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsTransactions to which it is a party. The Second This Agreement has been duly executed and delivered by Xxxxxx and Xxxxxx Sub and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against each of Parent and Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toin accordance with its terms, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger SubsSub, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger SubsSub, to perform its obligations hereunder under this Agreement and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and heldheld or by written consent in lieu of a meeting) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; stockholders; (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement Agreement, the change of control of Parent and the treatment of the Company Options pursuant to other actions contemplated by this Agreement; and Agreement; (iiic) determined to recommendrecommended, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder MattersMatters; and (d) approved the Parent Stockholder Support Agreements and the transactions contemplated thereby. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, advisable and in the best interests of First Merger Sub and its sole stockholder; stockholder; (By) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the sole stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; . This Agreement has been duly executed and (C) determined to recommenddelivered by Pxxxxx and Mxxxxx Sub and, upon assuming the terms due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent Each of Tilray and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate organizational power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to ParentTilray, to receipt of the Required Parent Tilray Stockholder Vote and, with respect to Merger SubsSub, the adoption of this Agreement by Parent Tilray in its capacity as sole stockholder member of Merger SubsSub, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board Tilray Special Committee (at meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent Tilray and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common the Stock Payment Shares and Parent Preferred Stock Payment Shares Merger Consideration to the stockholders Privateer Stockholders, the issuance of the Company pursuant to the terms of this Agreement Option Merger Consideration and the treatment of the Company Privateer Options pursuant to this Agreement, and the adoption of the Amended and Restated Tilray Charter, provided that any Cash Merger Consideration or Aggregate Cash Option Consideration to be paid shall be subject to the subsequent approval and determination of the Tilray Board pursuant to Section 1.5(d); and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent Tilray vote to approve the Parent Tilray Stockholder Matters. The First Tilray in its capacity as sole member of Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt adopted this Agreement and thereby approve approved the Contemplated Transactions.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including the Merger Subs) have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and heldheld and at which all members were present) hashas unanimously: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; , (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Stock to the stockholders of the Company pursuant to the terms of this Agreement and, if deemed necessary by the Parties, an amendment to Parent’s certificate of incorporation to effect the Parent Stockholder MattersReverse Stock Split. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; , (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; Transactions and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Parent and Merger Sub Board (and, assuming the due authorization, execution and delivery by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toCompany, advisableconstitutes the legal, valid and in the best interests binding obligation of Second Parent and Merger Sub, enforceable against each of Parent and Merger Sub and in accordance with its sole member; (B) authorizedterms, subject to the Enforceability Exceptions. Prior to the execution of the Parent Stockholder Support Agreements, the Parent Board approved and declared advisable this Agreement the Parent Stockholder Support Agreements and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions.

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger SubsSub, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger SubsSub, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Stockholder MattersCommon Stock to the stockholders of the Company pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Parent and Merger Sub Board (and, assuming the due authorization, execution and delivery by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toCompany, advisableconstitutes the legal, valid and in the best interests binding obligation of Second Parent and Merger Sub, enforceable against each of Parent and Merger Sub and in accordance with its sole member; (B) authorizedterms, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this AgreementEnforceability Exceptions. Prior to the execution of the Parent Stockholder Support Agreements, that the member of Second Merger Sub vote to adopt this Agreement Parent Board approved the Parent Stockholder Support Agreements and thereby approve the Contemplated Transactionstransactions contemplated thereby.

Authority; Binding Nature of Agreement. Subject to obtaining the Required Parent Stockholder Vote (aas defined in Section 3.11) The and the vote of Parent as the sole stockholder of Merger Sub with respect to the Merger, each of Parent and each of its Subsidiaries (including Merger Sub has the Merger Subs) have all necessary corporate right, power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt Agreement. The board of directors of Parent (acting by written consent) as of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption date of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (ia) unanimously determined that the Contemplated Transactions issuance of Parent Common Stock in the Merger and filing of the Parent Restated Charter are advisable and fair to, advisable and in the best interests of of, Parent and its stockholders; (iib) authorizedunanimously authorized and approved the execution, approved delivery and declared advisable performance of this Agreement by Parent and unanimously approved the Merger and the Contemplated Transactions, including filing of the Parent Restated Charter; and (c) unanimously recommended the approval of the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to in the stockholders of the Company pursuant to the terms of this Agreement Merger and the treatment Parent Restated Charter by the holders of the Company Options pursuant to this Agreement; Parent Common Stock and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, directed that the stockholders issuance of Parent vote to approve Common Stock in the Parent Stockholder MattersMerger be submitted for consideration by Parent’s stockholders. The First board of directors of Merger Sub Board (by unanimous written consent) has: (Ai) unanimously determined that the Contemplated Transactions are Merger is advisable and fair to, advisable, and in the best interests of First of, Merger Sub and its sole stockholder; (Bii) authorizedunanimously authorized and approved the execution, delivery and performance of this Agreement by Merger Sub and unanimously approved the Merger; and declared advisable (iii) unanimously recommended the adoption of this Agreement by the stockholder of Merger Sub and directed that this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that Merger be submitted for consideration by the stockholder of First Merger Sub vote to adopt this Sub. This Agreement constitutes the legal, valid and thereby approve the Contemplated Transactions. The Second binding obligation of Parent and Merger Sub Board (by unanimous written consent) hasSub, enforceable against them in accordance with its terms, subject to: (A) determined that laws of general application relating to bankruptcy, insolvency and the Contemplated Transactions are fair to, advisable, relief of debtors; and in the best interests of Second Merger Sub and its sole member; (B) authorizedrules of law governing specific performance, approved injunctive relief and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactionsother equitable remedies.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including the Merger Subs) have all necessary corporate or limited liability power and authority to enter into and to perform its obligations under this Agreement Agreement, the Registration Rights Agreement, and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and heldheld or by unanimous written consent) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions.

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Stockholder MattersCommon Stock to the stockholders of the Company pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Parent and Merger Sub Board (and, assuming the due authorization, execution and delivery by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toCompany, advisableconstitutes the legal, valid and in the best interests binding obligation of Second Parent and Merger Sub, enforceable against each of Parent and Merger Sub and in accordance with its sole member; (B) authorizedterms, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Each of Parent and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger SubsSub, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger SubsSub, to perform its obligations hereunder under this Agreement and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and heldheld or by written consent in lieu of a meeting) hashas unanimously: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement Agreement, the change of control of Parent and the treatment of the Company Options pursuant to other actions contemplated by this Agreement; and (iiic) determined to recommendrecommended, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters; and (d) approved the Parent Stockholder Support Agreements and the transactions contemplated thereby. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, advisable and in the best interests of First Merger Sub and its sole stockholder; (By) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the sole stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; . This Agreement has been duly executed and (C) determined to recommenddelivered by Pxxxxx and Mxxxxx Sub and, upon assuming the terms due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent Seller and each of its Subsidiaries (including the Merger Subs) have Asset Seller has all necessary corporate Entity power and authority to enter into execute and deliver this Agreement and each Ancillary Agreement to which it is or will be a party, to perform and comply with its respective covenants and agreements hereunder and thereunder and to perform consummate the transactions contemplated hereby and thereby. Seller’s execution and delivery hereof, Xxxxxx’s performance and compliance with its obligations under covenants and agreements hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on Seller’s part, and no other corporate action on Seller’s part are necessary to authorize this Agreement, Seller’s performance of or compliance with its covenants and agreements hereunder or the consummation of the transactions contemplated hereby. Seller has duly executed and delivered this Agreement and, subjectassuming Upper Holdings’ and Xxxxx’s respective due authorization, execution and delivery hereof, this Agreement is Seller’s legal, valid and binding obligation, enforceable against it in accordance with respect to Parentthe terms hereof, to receipt except as limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally, by general equitable principles (regardless of whether enforcement is sought in a proceeding of law or in equity) (the “Bankruptcy and Equitable Exceptions”). The execution, delivery and performance by each Asset Seller of the Required Parent Stockholder Vote andAncillary Agreements to which such Asset Seller is or will be a party (including the consummation of the transactions contemplated thereby) has been (or when executed and delivered by such Asset Seller, with respect to Merger Subswill have been) duly authorized by all requisite corporate or organizational action on the part of such Asset Seller. When executed and delivered by each Asset Seller, the adoption Ancillary Agreements to which such Asset Seller is a party will (assuming the due authorization and valid execution and delivery thereof by the other parties thereto) constitute the legal, valid and binding obligation of this Agreement by Parent such Asset Seller party thereto, enforceable against each such Asset Seller in its capacity as sole stockholder of Merger Subsaccordance with their respective terms, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder MattersBankruptcy and Equitable Exceptions. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions.Section 2.3

Authority; Binding Nature of Agreement. (a) The Parent Apricus and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Apricus Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent Apricus and its stockholders; (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent shares of Apricus Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent Apricus vote to approve this Agreement and the Parent Stockholder MattersContemplated Transactions, including the Apricus Charter Amendment and the issuance of shares of Apricus Common Stock to the stockholders of the Company pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by Apricus and Merger Sub Board (and, assuming the due authorization, execution and delivery by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toCompany, advisableconstitutes the legal, valid and in the best interests binding obligation of Second Apricus and Merger Sub, enforceable against each of Apricus and Merger Sub and in accordance with its sole member; (B) authorizedterms, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this AgreementEnforceability Exceptions. Prior to the execution of the Apricus Stockholder Support Agreements, that the member of Second Merger Sub vote to adopt this Agreement Apricus Board approved the Apricus Stockholder Support Agreements and thereby approve the Contemplated Transactionstransactions contemplated thereby.

Authority; Binding Nature of Agreement. (a) The Parent Each of PubCo and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and this Agreement and, subject to receipt of the Required PubCo Stockholder Vote, to perform its obligations under this the Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent PubCo Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent PubCo and its stockholders; , (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent shares of PubCo Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent PubCo vote to approve this Agreement and thereby approve the Parent Stockholder MattersContemplated Transactions, including the issuance of shares of PubCo Common Stock to the stockholders of the Company pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; , (By) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; Transactions and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the sole stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by PubCo and Merger Sub Board (and, assuming the due authorization, execution and delivery by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toCompany, advisableconstitutes the legal, valid and in the best interests binding obligation of Second PubCo and Merger Sub, enforceable against each of PubCo and Merger Sub and in accordance with its sole member; (B) authorizedterms, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent and each of its Subsidiaries (including Company has the Merger Subs) have all necessary corporate right, power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated TransactionsAgreement. The Parent Board Special Committee (at meetings a meeting duly called and held) has: has unanimously (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares Offer and Parent Preferred Stock Payment Shares to the stockholders Share Allocation, are in the best interests of the Company pursuant to and its shareholders; and (b) recommended that the terms of Company Board (i) approve this Agreement and the treatment Contemplated Transactions, including the Offer and the Share Allocation, in accordance with the applicable Legal Requirements; (ii) direct that the Voting Proposals (other than the Specified Voting Proposal) be submitted to the holders of the Company Options pursuant to this AgreementShares for their approval; and (iii) determined resolve to recommendrecommend that holders of Company Securities accept the Offer, upon the terms and subject tender their Company Securities pursuant to the conditions Offer and vote in favor of the Voting Proposals. Except as set forth in this AgreementPart 2.18 of the Company Disclosure Schedule, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Company Board (by unanimous written consentat a meeting duly called and held) hashas unanimously: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; , including the Offer and (C) determined to recommendthe Share Allocation, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub the Company and its sole membershareholders; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the Offer and the Share Allocation, in accordance with the applicable Legal Requirements; (C) directed that the Voting Proposals (other than the Specified Voting Proposal) be submitted to the holders of Company Shares for their approval; and (CD) determined resolved to recommendrecommend that holders of Company Securities accept the Offer, upon the terms and subject tender their Company Securities pursuant to the conditions set forth Offer and vote in this Agreementfavor of the Voting Proposals. This Agreement has been duly and validly executed and delivered by the Company and, that assuming the member due authorization, execution and delivery of Second Merger Sub vote to adopt this Agreement by Parent and thereby approve Acquisition Sub, constitutes the Contemplated Transactionslegal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (1) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (2) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) The Parent Each of Utah and each of its Subsidiaries (including the Merger Subs) have Subs has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Utah Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent Utah and its stockholders; , (iib) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common shares of Utah Capital Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders members of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent Utah vote to approve the Parent Stockholder MattersConversion Proposal and Charter Amendment Proposal pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; member, (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; Transactions and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder member of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; , (By) authorized, deemed advisable and approved and declared advisable this Agreement and the Contemplated Transactions; Transactions and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. This Agreement has been duly executed and delivered by Utah and Merger Subs and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Utah and Merger Subs, enforceable against each of Utah and Merger Subs in accordance with its terms, subject to the Enforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Parent Each of PubCo and each of its Subsidiaries (including the Merger Subs) have Sub has all necessary corporate power and authority to enter into and this Agreement and, subject to receipt of the Required PubCo Stockholder Vote, to perform its obligations under this the Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent PubCo Board (at meetings duly called and held) has: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent PubCo and its stockholders; , (iib) authorized, approved and declared advisable this Agreement 50 and the Contemplated Transactions, including the issuance of Parent shares of PubCo Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; , and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent PubCo vote to approve this Agreement and thereby approve the Parent Stockholder MattersContemplated Transactions, including the issuance of shares of PubCo Common Stock to the stockholders of the Company pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (Ax) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; , (By) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; , and (Cz) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the sole stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second This Agreement has been duly executed and delivered by PubCo and Xxxxxx Sub and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of PubCo and Merger Sub, enforceable against each of PubCo and Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair toin accordance with its terms, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated TransactionsEnforceability Exceptions.