Common use of Authority; Execution and Delivery; Enforceability Clause in Contracts

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Share Issuance, to the receipt of the Parent Shareholder Approval and, in the case of the Merger, to the approval of this Agreement by Parent as the sole shareholder of Merger Sub. The Board of Directors of Parent (includingthe “Parent Board”) has unanimously adopted resolutions (i) determining that the terms of the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of Parent and its shareholders, (ii) approving this Agreement, the Merger and the other transactions contemplated by this Agreement and (iii) recommending that Parent’s shareholders approve the Share Issuance (the “Parent Recommendation”) and directing that the Share Issuance be submitted to Parent’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Parent Shareholders Meeting”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub has adopted resolutions (A) determining that the terms of the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of Merger Sub and Parent, as its sole shareholder, (B) approving this Agreement, the Merger and the other transactions contemplated by this Agreement and (C) recommending that Parent, as sole shareholder of Merger Sub, approve this Agreement and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for approval. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except (x) solely in the case of the Share Issuance, for the avoidance of doubt, Section 6.17 approval of the Company Disclosure Letter) and Share Issuance by the consummation by ▇▇▇▇▇▇ and Merger Sub affirmative vote of the Transactions holders of a majority of the voting power of the shares of Parent Common Stock and Parent Preferred Stock represented in person or by proxy at the Parent Shareholders Meeting, as required by Section 312.03(c) of the NYSE Listed Company Manual (includingthe “Parent Shareholder Approval”), and (y) solely in the case of the Merger, for the avoidance approval of doubtthis Agreement by Parent as the sole shareholder of Merger Sub, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary no other corporate action proceedings on the part of ParentParent or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Transactions (except for the filing of the appropriate merger documents as required by the DGCL and Merger Subthe NCBCA). Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies to Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject or Merger Sub with respect to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve Transaction Agreements or the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has full power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and to consummate the Transactions. The execution and delivery by ▇▇▇▇▇▇ each of Parent and Merger Sub of this Agreement (includingAgreement, for the avoidance performance and compliance by Parent and Merger Sub, respectively, with each of doubt, Section 6.17 of the Company Disclosure Letter) their respective obligations herein and the consummation by ▇▇▇▇▇▇ and Merger Sub it of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, Parent and Merger Sub, as applicable. Parent, as sole stockholder of Merger Sub, has adopted this Agreement. Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcyterms, insolvency, reorganization, moratorium or other Laws of general applicability relating subject to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)Equitable Exceptions. (b) The Parent Board, at a meeting duly called and held, unanimously by resolutions duly adopted, has unanimously (i) determined thatapproved this Agreement, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement Merger and the other Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for determined that the avoidance of doubt, Section 6.17 terms of the Company Disclosure Letter) Merger and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the other Transactions are fair to, and in the best interests of, Parent, Parent and its stockholders. (c) The board of directors of Merger Sub’s sole stockholder, at a meeting duly called and duly held, by resolutions duly adopted, has unanimously (i) approved this Agreement, the Merger and the other Transactions, (ii) approved and declared advisable this Agreement determined that the terms of the Merger and the other Transactions are fair to and in the best interests of Merger Sub and Parent, (iii) recommended that Parent, as the sole stockholder of Merger Sub, Parent adopt this Agreement and approve (iv) declared that this Agreement is advisable. (d) The affirmative vote of the Transactions. holders of the capital stock of Parent, as the sole stockholder or any of Merger Subthem, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting is not necessary to approve this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreementor to consummate any Transaction.

Authority; Execution and Delivery; Enforceability. (a) Parent has all requisite corporate power and authority and Sub has all requisite limited liability company power and authority to execute and deliver each Transaction Agreement to which it is a party and to consummate the Transactions. The execution and delivery by ▇▇▇▇▇▇ each of Parent and Merger Sub of this each Transaction Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) to which it is a party and the consummation by ▇▇▇▇▇▇ and Merger Sub it of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent and limited liability company action on the part of Sub, subject in the case of Parent, to receipt of the Parent Stockholder Approval (as defined in Section 4.04(c)) and Merger the filing with the Secretary of State of the State of Delaware of the Charter Amendment. Parent, as the sole member of Sub, has approved this Agreement and the Merger. Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreementeach Transaction Agreement to which it is a party, and, assuming due authorization, execution and delivery by the Company, this each Transaction Agreement to which it is a party constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Board of Directors of Parent (the “Parent Board”), at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the other Transaction Agreements, the Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of Parent and its stockholders and (iii) recommending that Parent’s stockholders approve the Merger and the other Transactions. Such resolutions are sufficient to render inapplicable to this Agreement, the Transactions, the other Transaction Agreements and the transactions contemplated thereby the provisions of Section 203 of the DGCL. No state takeover statute or similar statute or regulation applies or purports to apply to Parent with respect to this Agreement and other Transaction Agreements, the Merger or any other Transaction. (c) The only vote of holders of any class or series of Parent Capital Stock necessary to approve this Agreement, the Merger and the other Transactions is the approval and adoption by the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote generally in the election of directors (the “Parent Stockholder Approval”); provided, however, that the Parent may not consummate the Merger if the holders of 20% or more in interest of the IPO Shares shall have demanded that Parent convert their IPO Shares into cash pursuant to Article Fifth, paragraph B of the Parent Charter and/or Section 8.8 of the Underwriting Agreement dated as of August 25, 2003, between Parent and EarlyBirdCapital, Inc. (the “Underwriting Agreement”). The affirmative vote of the holders of Parent Common Stock, or any of them, is not necessary to approve any Transaction Agreement other than this Agreement or consummate any transaction other than the Transactions. The affirmative vote of the holders of the Parent Warrants is not necessary to approve any Transaction Agreement or any Transaction. (d) The execution and delivery by Parent of this Agreement and the other Transaction Agreements, and subject to the receipt of the Parent Stockholder Approval, the consummation by Parent of the Merger and the other Transactions, are in compliance with the terms of Article Fifth, paragraph B of the Parent Charter and Sections 8.8 and 8.10 of the Underwriting Agreement. The Parent Board, at a meeting duly called and heldheld duly and, unanimously (i) unanimously adopted resolutions stating that the Parent Board has independently determined that, on as of the terms and subject to date of this Agreement, the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 fair market value of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance including USPGI) is at least 80% of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest net assets of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, in accordance with Section 6.17 8.10 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Underwriting Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby, subject, in the case of the Merger, to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub. The Parent Board has adopted resolutions, by a vote at a meeting duly called at which a quorum of directors of Parent was present, (i) approving this Agreement, (ii) determining that entering into this Agreement is in the best interests of Parent and its shareholders and (iii) declaring this Agreement and the Merger advisable. Such resolutions have not been amended or withdrawn as of the date of this Agreement. The Board of Directors of Merger Sub has adopted resolutions, by unanimous written consent, (A) approving this Agreement, (B) declaring advisable this Agreement and the Merger on substantially the terms and conditions set forth in this Agreement and determining that the Merger is in the best interests of Merger Sub and Parent, as its sole stockholder, and (C) recommending that Parent, as sole stockholder of Merger Sub, adopt this Agreement and directing that this Agreement be submitted to Parent, as sole stockholder of Merger Sub, for adoption. Such resolutions have not been amended or withdrawn as of the date of this Agreement. Parent, as sole stockholder of Merger Sub, will, immediately following the execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement (includingby each of the parties hereto, adopt this Agreement. Except for the avoidance adoption of doubtthis Agreement by Parent as the sole stockholder of Merger Sub, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary no other corporate action proceedings on the part of ParentParent or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and Merger Subthe other transactions contemplated hereby. Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (terms, except insofar as that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar Laws of general applicability application affecting or relating to or affecting the enforcement of creditors’ rights, or by rights generally and (ii) is subject to general principles governing the availability of equitable remediesequity, whether considered in a Proceeding proceeding at law or in equityequity (the “Bankruptcy and Equity Exception”). (b) The Assuming the accuracy of the Company’s representation in the last sentence of Section 4.04(b), no “interested shareholder”, “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation, or similar provision or term of the Parent BoardArticles or Parent Regulations, applies with respect to Parent or Merger Sub with respect to this Agreement, the Merger or any of the other transactions contemplated hereby. Neither Parent nor Merger Sub nor any of their respective “affiliates” or “associates” (as such terms are defined in Section 203 of the DGCL) is, or at a meeting duly called and heldany time during the past three years has been, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 an “interested stockholder” of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation as defined in Section 203 of the SpinCo BusinessDGCL, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest nor do any of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance them currently own any shares of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderCommon Stock. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair toNeither Parent nor any Parent Subsidiary has in effect a “poison pill”, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreementshareholder rights plan or other similar plan or agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver each Transaction Agreement to which it is a party and to consummate the Transactions and Parent has full corporate power and corporate authority to prepare and file the Proxy Statement and the Registration Statement and to distribute the Proxy Statement. The execution and delivery by ▇▇▇▇▇▇ each of Parent and Merger Sub of this each Transaction Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) to which it is a party and the consummation by ▇▇▇▇▇▇ and Merger Sub it of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, Parent and Merger Sub, subject in the case of Parent, to receipt of the Parent Stockholder Approval (as defined herein) and the filing with the Secretary of State of the State of Delaware of the Charter Amendment. Parent, as the sole stockholder of Merger Sub, has approved this Agreement and the Merger. Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreementeach Transaction Agreement to which it is a party, and, assuming due authorization, execution and delivery by the Company, this each Transaction Agreement constitutes to which it is a party (when executed and delivered pursuant hereto) will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, except that (except insofar as such i) the enforceability hereof and thereof may be subject to applicable bankruptcy, insolvency or other similar laws now or hereinafter in effect affecting creditors’ rights generally, (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefore may be brought, and (iii) with respect to any indemnification agreements set forth herein or therein, enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws principles of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)public policy. (b) The Board of Directors of Parent (the “Parent Board”), at a meeting duly called and held, unanimously duly and unanimously adopted resolutions (i) determined that, on the terms approving and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), declaring advisable this Agreement and the Transactions (including, for the avoidance of doubtother Transaction Agreements, the separation Merger and the other Transactions, (ii) determining that the terms of the SpinCo Business, SpinCo Assets, SpinCo Liabilities Merger and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities other Transactions are fair to and Parent Retained Employees) are in the best interest interests of Parent, its business and strategy Parent and its shareholdersstockholders and (iii) recommending that Parent’s stockholders approve the Merger and the other Transactions. Such resolutions are sufficient to render inapplicable to this Agreement, employees the Transactions, the other Transaction Agreements and the transactions contemplated thereby the provisions of Section 203 of the DGCL. No state takeover statute or similar statute or regulation applies or purports to apply to Parent with respect to this Agreement and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubtTransaction Agreements, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderMerger or any other Transaction. (c) The only vote of holders of any class or series of Parent Capital Stock necessary to approve this Agreement, the Merger Sub Board (i) determined that this Agreement and the other Transactions are fair to, is the approval and adoption by the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote generally in the best interests ofelection of directors (the “Parent Stockholder Approval”); provided, Parenthowever, that the Parent may not consummate the Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and if the Transactions and (iii) recommended that Parent, as the sole stockholder holders of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent 20% or more in interest of the sole stockholder IPO Shares shall have demanded that Parent convert their IPO Shares into cash pursuant to the Parent Charter and/or the Underwriting Agreement dated as of Merger Sub adopting this Agreement July 27, 2004, between Parent and approving I-Bankers Securities Incorporated and Newbridge Securities Corporation (the Merger, which consent shall become effective immediately following the execution and delivery of this “Underwriting Agreement”).

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery by ▇▇▇▇▇▇ each of Parent and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub each of them of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent and Sub, subject in the case of the Share Issuance and the Charter Amendment to receipt of the Parent Shareholder Approval (as defined in Section 4.04(c)). Parent, and Merger as sole shareholder of Sub, has approved this Agreement. Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its a legal, valid and binding obligation, enforceable against it each of them in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Board of Directors of Parent (the “Parent Board”), at a meeting duly called and held, unanimously held duly and unanimously adopted resolutions (i) determined thatapproving this Agreement, on the terms and subject to Merger, the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement Share Issuance and the other Transactions (including, for other than the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders Charter Amendment )and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of recommending that Parent’s obligations thereundershareholders approve the Share Issuance. The Parent Board will adopt resolutions approving the Charter Amendment and recommending that Parent’s shareholders approve the Charter Amendment promptly after a new name for Parent has been determined pursuant to Section 1.08. (c) The Merger Sub Board (i) determined that this Agreement affirmative vote of the holders of a majority of the shares of Parent Common Stock represented at the Parent Shareholder Meeting and entitled to vote thereon approving the Share Issuance and the Transactions are fair toCharter Amendment, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended provided that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent majority of the sole stockholder shares of Merger Sub adopting this Agreement the outstanding Parent Common Stock is present and approving votes on such proposals at the Parent Shareholder Meeting (the “Parent Shareholder Approval”), is the only vote of the holders of any class or series of shares or other securities of Parent necessary to approve the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement, the Share Issuance, the Charter Amendment and the other Transactions.

Authority; Execution and Delivery; Enforceability. (a) Each Ashland Party has all requisite corporate or limited liability company power and authority to execute and deliver the Transaction Agreements, and the other agreements and instruments to be executed and delivered in connection with the Transaction Agreements (the "Ancillary Agreements"), to which it is, or is specified to be, a party and to consummate the Transactions. The execution and delivery by ▇▇▇▇▇▇ each Ashland Party of each Transaction Agreement and Merger Sub of this Ancillary Agreement (includingto which it is, for the avoidance of doubtor is specified to be, Section 6.17 of the Company Disclosure Letter) a party and the consummation by ▇▇▇▇▇▇ and Merger Sub each Ashland Party of the Transactions (including, for to be consummated by it under the avoidance of doubt, Transaction Agreements and the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) Ancillary Agreements have been duly authorized by all necessary corporate or limited liability company action on the part of Parent, and Merger Subeach Ashland Party subject to receipt of the Ashland Shareholder Approval (as defined in Section 6.04(b)). Each of Parent and ▇▇▇▇▇▇ Sub Ashland Party has duly executed and delivered this Agreementeach Transaction Agreement to which it is a party, and, assuming due authorization, execution and delivery by the Company, this each Transaction Agreement to which it is a party constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcyterms. As of the Closing Date, insolvencyeach Ashland Party will have duly executed and delivered each Ancillary Agreement to which it is a party, reorganizationand each Ancillary Agreement to which it is a party will constitute its legal, moratorium or other Laws of general applicability relating to or affecting creditors’ rightsvalid and binding obligation, or by principles governing the availability of equitable remedies, whether considered enforceable against it in a Proceeding at law or in equity)accordance with its terms. (b) The Parent Ashland Board, at a meeting duly called and held, unanimouslyduly and unanimously adopted resolutions: (i) determined thatadopting and approving the Transaction Agreements, on the Ancillary Agreements and the Transactions; (ii) determining that the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement Transactions are fair to and in the best interests of Ashland and its shareholders; and (iii) recommending that Ashland's shareholders approve the Transaction Agreements and the Transactions (including, including the plan of merger for the avoidance Reorganization Merger and the proposed transfer of doubtAshland's interests in MAP, LOOP LLC and LOCAP LLC, as well as the separation Maleic Business and the VIOC Centers, provided for in the Transaction Agreements). The only vote of holders of any class or series of Ashland Capital Stock necessary to approve and adopt the Transaction Agreements and the Transactions is the approval of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) Transaction Agreements and the Transactions (including, including the plan of merger for the avoidance Reorganization Merger and the proposed transfer of doubtAshland's interests in MAP, LOOP LLC and LOCAP LLC, as well as the separation Maleic Business and the VIOC Centers, provided for in the Transaction Agreements) by the holders of a majority of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from outstanding Ashland Common Stock (the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder"Ashland Shareholder Approval"). (c) The Merger Sub Board of Directors of HoldCo has duly and unanimously adopted resolutions: (i) determined that this Agreement approving and declaring advisable the Transaction Agreements and the Ancillary Agreements to which HoldCo is a party, and approving the Transactions; (ii) determining that the terms of the Transactions to which HoldCo is a party are fair to, to and in the best interests ofof HoldCo and Ashland, Parent, Merger Sub’s its sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions shareholder; and (iii) recommended recommending that ParentAshland, HoldCo's sole shareholder, adopt the Transaction Agreements to which HoldCo is a party. Ashland, as the sole stockholder shareholder of Merger SubHoldCo, adopt this Agreement has duly approved and adopted the Transaction Agreements to which HoldCo is a party. (d) The New Ashland Board has duly and unanimously adopted resolutions: (i) adopting and approving the Transaction Agreements and the Ancillary Agreements to which New Ashland Inc. is a party, and adopting and approving the Transactions; (ii) determining that the terms of the Transactions to which New Ashland Inc. is a party are fair to and in the best interests of New Ashland Inc. and HoldCo, its sole shareholder; and (iii) recommending that HoldCo, New Ashland Inc.'s sole shareholder, approve the TransactionsTransaction Agreements to which New Ashland Inc. is a party. ParentHoldCo, as the sole stockholder shareholder of Merger SubNew Ashland Inc., has executed and delivered duly approved the Transaction Agreements to which New Ashland Inc. is a unanimous written consent of party. (e) HoldCo, as the sole stockholder member of Merger Sub adopting this Agreement and approving New Ashland LLC, has approved the Merger, Transaction Agreements to which consent shall become effective immediately following the execution and delivery of this AgreementNew Ashland LLC is a party.

Authority; Execution and Delivery; Enforceability. (a) The Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and comply with its covenants and agreements hereunder and, subject to (i) obtaining Parent Stockholder Approval with respect to the Parent Stock Issuance and (ii) Parent’s adoption of this Agreement, in its capacity as the sole stockholder of Merger Sub. Each of Parent’s and Merger Sub’s execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement Agreement, performance of its obligations hereunder and compliance with its covenants and agreements hereunder and subject to, (includingi) with respect to the Parent Stock Issuance, for obtaining Parent Stockholder Approval and (ii) with respect to the avoidance Merger, Parent’s adoption of doubtthis Agreement, Section 6.17 in its capacity as the sole stockholder of Merger Sub, the consummation of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent, Parent and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreement, Agreement and, assuming the Company’s respective due authorization, execution and delivery by the Companyhereof, this Agreement constitutes its legal, a respective valid and binding obligationobligation of each of Parent and Merger Sub, enforceable against it each of Parent and Merger Sub in accordance with its the terms (hereof, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) Bankruptcy and Equitable Exceptions. The Parent Board, at a meeting duly called Stockholder Approval and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that adoption of this Agreement and the Transactions are fair toAgreement, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, its capacity as the sole stockholder of Merger Sub, adopt are the only approvals of holders of any shares of Parent Capital Stock or any Equity Securities of any Parent Entity necessary to consummate the Parent Stock Issuance, the Merger and the other transactions contemplated hereby. (b) At a meeting duly called and held, the Parent Board unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the consummation of the Merger, the Parent Stock Issuance, and the other transactions contemplated hereby, (ii) directing that the Parent Stock Issuance be submitted to the Parent Stockholders for approval and adoption, respectively, and (iii) resolving to recommend to the Parent Stockholders that they approve the Transactions. Parent Stock Issuance (the “Parent Recommendation”). (c) The board of directors of Merger Sub unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the consummation of the Merger and the other transactions contemplated hereby, (ii) determining that the terms hereof, the Merger and the other transactions contemplated hereby are in the best interests of the Merger Sub and Parent, as its sole stockholder, and (iii) directing that this Agreement be submitted to Parent for its adoption as the sole stockholder of the Merger Sub, has executed and delivered a unanimous in each case, by an action by written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreementconsent.

Authority; Execution and Delivery; Enforceability. (a) The execution Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval, to consummate the Transactions. The execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject to obtaining the Company Stockholder Approval. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the CompanyParent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equityremedies (the “Bankruptcy and Equity Exception”)). (b) The Parent Board, Company Board at a meeting duly called and held, unanimously duly and unanimously adopted resolutions (i) determined thatdetermining that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the Transactions, including the Merger, in each case on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended recommending that Parent, as the sole stockholder holders of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder shares of Merger Sub, has executed and delivered a unanimous written consent Company Common Stock vote in favor of the sole stockholder of Merger Sub adopting this Agreement and approving directing that this Agreement be submitted to the MergerCompany’s stockholders for adoption (collectively, the “Company Recommendation”), which consent shall become effective immediately following resolutions, except to the extent permitted by Section 5.02(f), have not been rescinded, modified or withdrawn in any way. The affirmative vote (in person or by written consent) of holders of a majority of the outstanding shares of Company Common Stock in favor of adopting this Agreement (the “Company Stockholder Approval”) is the only vote or approval of the holders of Company Common Stock or any other Equity Interests of the Company necessary to adopt this Agreement or approve the Merger or other Transactions, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger or the other Transactions (other than the filing of the Certificate of Merger with the Secretary of State of the State of Delaware). The delivery of the Stockholder Consent will constitute the Company Stockholder Approval. (c) No state takeover statute, “business combination”, “control share acquisition”, “fair price”, “moratorium”, “interested stockholder”, “affiliate transaction” or similar Law, and no analogous provision in the Company Charter or the Company Bylaws, applies to the Company with respect to this Agreement, the Merger or any other Transaction. The Company has elected in its certificate of incorporation not to be governed by Section 203 of the DGCL and accordingly, the provisions of Section 203 of the DGCL are inapplicable to this Agreement, the Merger or any other Transaction. There is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which the Company is subject, party or otherwise bound. Without limiting the foregoing, the Company has taken all actions necessary, if any, so that the restrictions on “business combinations” set forth in Part B of Article X of the Company Charter will not apply to Parent or Merger Sub or with respect to any act or transaction contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Company Stockholder Approval, to consummate the Transactions. The execution and delivery and performance by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject, in the case of the Merger, to receipt of the Company Stockholder Approval. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, and, and assuming the due authorization, execution and delivery of this Agreement by the CompanyParent and Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (terms, except insofar as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other conveyance or similar applicable Laws of general applicability relating to or affecting limiting creditors’ rights, rights generally or by equitable principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)relating to enforceability. (b) The Parent board of directors of the Company (the “Company Board”), at a meeting duly called and held, unanimously and acting upon the unanimous recommendation of the Special Committee, has duly and unanimously (with one abstention) adopted resolutions (i) determined that, on the terms approving and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared declaring advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of this Agreement and, subject to receipt of the Company Stockholder Approval, the consummation of the Merger and the other Transactions on the terms and conditions set forth herein, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders (other than Parent, Sub, Guarantor and the Rollover Persons that are stockholders of the Company and their respective Affiliates) and (iii) recommending that the Company’s obligations thereunderstockholders approve and adopt this Agreement, the Merger and the other Transactions (including the unanimous recommendation of the Special Committee, the “Company Board Recommendation”). Subject to the accuracy, in all material respects, of the representations and warranties of Parent and Sub in Section 4.10, the only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Transactions, including the Merger, is the approval of this Agreement by a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”). (c) Assuming the accuracy, in all material respects, of the representations and warranties of Parent and Sub set forth in Section 4.10, the Company Board has taken all necessary actions such that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar applicable “anti-takeover” Law will not be applicable to the Merger. The Merger Sub Board (i) determined that execution, delivery and performance of this Agreement and will not cause to be applicable to the Transactions are Company any other “fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreementprice,” “moratorium,” “control share acquisition” or other similar antitakeover statute or regulation enacted under applicable Laws.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Agreements to which it is a party and to consummate the Transactions to which it is a party. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 and each of the Company Disclosure Letter) Transaction Agreements to which it is a party and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) to which it is a party have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject, in the case of the Merger, to receipt of the Company Stockholder Approval. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, andand each Transaction Agreement to which it is a party and this Agreement and each Transaction Agreement to which it is a party, assuming the due authorization, execution and delivery thereof by the Companyother parties hereto and thereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Parent Board of Directors of the Company (the "Company Board"), at a meeting duly called and held, unanimously held duly and unanimously adopted resolutions (i) determined thatapproving this Agreement and the other Transaction Agreements, on the Merger and the other Transactions, (ii) determining that the terms of the Merger and subject the other Transactions are fair to and in the conditions set forth in best interests of the stockholders of the Company, (iii) directing that this Agreement (including, for the avoidance of doubt, Section 6.17 be submitted to a vote of the Company Disclosure Letter)Company's stockholders, (iv) recommending that the Company's stockholders adopt this Agreement and (v) declaring that this Agreement is advisable. Such resolutions are sufficient to render inapplicable to Parent and Acquisition Sub, this Agreement and the other Transaction Agreements, and the Merger and the other Transactions (includingthe restrictions on "business combinations" contained in Section 203 of the DGCL to the extent it is applicable. To the Company's knowledge, for no other state takeover statute or similar statute or regulation applies or purports to apply to the avoidance of doubtCompany with respect to this Agreement and the other Transaction Agreements, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and Merger or any other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderTransaction. (c) The Merger Sub Board (i) determined that only consent or vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Transactions are fair to, and in Merger is the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable adoption of this Agreement and by the Transactions and holders of a majority of the outstanding Company Common Stock (iii) recommended that Parentthe "Company Stockholder Approval"), as which may be effected either by the sole stockholder written consent or the affirmative vote at a stockholders meeting of Merger Subthe holders of a majority of the outstanding Company Common Stock. The written consent or affirmative vote of the holders of Company Capital Stock, adopt or any of them, is not necessary to approve any Transaction Agreement other than this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving or to consummate any Transaction other than the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ Each of Parent, Merger Sub I and Merger Sub II has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Integrated Mergers. The Parent Board has adopted resolutions (i) approving this Agreement, (ii) determining that entering into this Agreement is in the best interests of Parent and its shareholders and (iii) approving the issuance of Parent Common Stock constituting the Merger Consideration. Such resolutions have not been amended or withdrawn as of the date of this Agreement. Parent, as the sole shareholder of Merger Sub I, has authorized and approved the execution, delivery and performance of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation of the Initial Merger by ▇▇▇▇▇▇ and Merger Sub I. Parent, as the sole manager of Merger Sub II, has authorized and approved the execution, delivery and performance of this Agreement and the consummation of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized Subsequent Merger by all necessary Merger Sub II. No other corporate action proceedings on the part of Parent, Merger Sub I or Merger Sub II are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Integrated Mergers. Parent, Merger Sub I and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Sub has II have duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its the legal, valid and binding obligationobligation of each of Parent, Merger Sub I and Merger Sub II, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, the Voting and Support Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other Transactions. The Parent Board has duly adopted resolutions: (a) approving the execution, delivery and performance of this Agreement by Parent; and (b) determining that entering into this Agreement is in the best interests of Parent and its shareholders. As of the Agreement Date, such resolutions have not been amended or withdrawn. The execution Merger Sub Board has adopted resolutions: (i) approving the execution, delivery and delivery performance of this Agreement and the Statutory Merger Agreement by Merger Sub; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement are in the best interests of Merger Sub and of Parent, as its sole shareholder; (iii) declaring this Agreement and the Statutory Merger Agreement advisable; and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Statutory Merger Agreement and directing that this Agreement and the Statutory Merger Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. Parent, as sole shareholder of Merger Sub, has committed to adopt and approve the entry by ▇▇▇▇▇▇ and Merger Sub of into this Agreement and the Statutory Merger Agreement. Except for corporate approvals already obtained, ▇▇▇▇▇▇’s foregoing approval as sole shareholder of Merger Sub, the filing of the Schedule 13E-3 with the SEC, the execution and delivery of the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act, no other corporate proceedings (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letterany shareholder approval) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, and Merger SubSub or their respective Affiliates are necessary to authorize, adopt or approve, as applicable, this Agreement or the Statutory Merger Agreement or to consummate the Transactions. Each of Parent and ▇▇▇▇▇▇ Merger Sub has (or, with respect to the Statutory Merger Agreement, will have at the Closing) duly executed and delivered this Agreement, the Voting and Support Agreement and the Statutory Merger Agreement, and, assuming the due authorization, execution and delivery by the CompanyCompany of this Agreement, the Voting and Support Agreement and the Statutory Merger Agreement, this Agreement, the Voting and Support Agreement constitutes and the Statutory Merger Agreement constitute or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the Merger and the other transactions contemplated by this Agreement. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, approving the execution, delivery and performance of this Agreement. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement; (ii) determining that the terms of this Agreement are in the best interests of Merger Sub and its sole stockholder; (iii) declaring this Agreement advisable; and (iv) recommending that the sole stockholder of Merger Sub adopt this Agreement and directing that this Agreement be submitted to the sole stockholder of Merger Sub for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The sole stockholder of Merger Sub, has adopted and approved this Agreement. No other corporate proceedings (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letterany stockholder approval) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, Merger Sub or their respective Subsidiaries are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger Subin accordance with the relevant provisions of the DGCL). Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against it each of Parent and Merger Sub in accordance with its terms (except insofar except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Merger and the other Transactions. The execution and delivery by ▇▇▇▇▇▇ each of Parent and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub it of the Merger and the other Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent and Sub. Parent, and Merger as sole stockholder of Sub, has approved this Agreement. Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Board of Directors of Parent (the "Parent Board"), at a meeting duly called and held, unanimously duly and unanimously adopted resolutions (i) determined thatapproving this Agreement, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement Merger and the Transactions (includingShare Issuance, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for directing that the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from Share Issuance be submitted to a vote at the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities Stockholders Meeting and Parent Retained Employees(iii) and recommending that Parent's stockholders approve the execution, delivery and performance of Parent’s obligations thereunderShare Issuance. (c) The Merger Sub Board only vote of holders of any class or series of capital stock of Parent necessary to approve the Share Issuance is the approval by the holders of a majority of the stockholders of Parent present and voting, in accordance with the requirements of the NYSE (i) determined that this Agreement and the Transactions are fair to, and in "Parent Stockholder Approval"). The affirmative vote of the best interests of, holders of capital stock of Parent, Merger Sub’s sole stockholderor any of them, (ii) approved and declared advisable this Agreement and is not necessary to consummate any Transaction other than the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this AgreementShare Issuance.

Authority; Execution and Delivery; Enforceability. (a) The Company has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and, subject to the receipt of the Company Stockholder Approval, to consummate the Transactions. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (includingAgreement, for the avoidance of doubt, Section 6.17 of performance and compliance by the Company Disclosure Letter) with each of its obligations herein, and the consummation by ▇▇▇▇▇▇ and Merger Sub it of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parentthe Company, subject to receipt of the Company Stockholder Approval, and Merger Subno other corporate proceedings on the part of the Company and no other stockholder votes are necessary to authorize this Agreement or the consummation by the Company of the Transactions. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly and validly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the CompanyParent and Merger Sub of this Agreement, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms (terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other applicable Laws affecting the enforcement of general applicability relating to or affecting creditors’ rights, rights generally or by general equitable principles governing the availability of equitable remedies, (whether considered in a Proceeding proceeding at law Law or in equity). (b) The Parent Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board), at a meeting duly called and held, unanimously duly and unanimously adopted resolutions (i) determined thatdetermining that the Transactions, on including the terms Merger, are advisable, fair to and subject to in the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 best interests of the Company Disclosure Letter)and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions Transactions, including the Merger, (including, for iii) directing that this Agreement be submitted to the avoidance of doubt, the separation stockholders of the SpinCo BusinessCompany for its adoption at the Company Meeting, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (iiiv) approved and declared advisable recommending that the Company’s stockholders adopt this Agreement (includingthe “Company Board Recommendation”), for the avoidance of doubtwhich resolutions, subject to Section 6.17 of the Company Disclosure Letter) and the Transactions (including5.3, for the avoidance of doubthave not been subsequently rescinded, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of withdrawn or modified in a manner adverse to Parent’s obligations thereunder. (c) The Merger Sub Subject to the accuracy of Section 4.7, the Company Board (ior a duly authorized committee thereof acting with the full force and authority of the Company Board) determined has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar Law are not applicable to this Agreement and the Transactions are fair toTransactions, and in including the best interests ofMerger or the other Transactions. To the Knowledge of the Company, Parentno other takeover, anti-takeover, business combination, control share acquisition or similar Law applies to the Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and or the Transactions and (iii) recommended that Parent, as other Transactions. The only vote of holders of any class or series of Shares or other Equity Interests of the sole stockholder of Merger Sub, Company necessary to adopt this Agreement is the adoption of this Agreement by the holders of at least two-thirds of the voting power represented by the Shares that are outstanding and approve entitled to vote thereon at the Company Meeting (the “Company Stockholder Approval”). No other vote of the holders of Shares or any other Equity Interests of the Company is necessary for the Company to consummate the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Parent has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Parent Shareholder Approval and the Parent Preferred Consents, to consummate the transactions contemplated by this Agreement. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub Parent of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub Parent of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent, subject to receipt of the Parent Shareholder Approval and Merger Subthe Parent Preferred Consents. Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Parent BoardSpecial Committee, at a meeting duly called and held, unanimously duly and unanimously adopted resolutions (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined determining that this Agreement and the Transactions transactions contemplated hereby, including the Merger and the issuance of Parent Shares in the Merger, are advisable and fair to, and in the best interests of, ParentParent and its shareholders and (ii) recommending that the Parent Board approve this Agreement and the transactions contemplated hereby, including the Merger Sub’s sole stockholderand the issuance of Parent Shares in the Merger. (c) The Parent Board, at the recommendation of the Parent Special Committee, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Merger and the issuance of Parent Shares in the Merger, are advisable and fair to, and in the best interests of, Parent and its shareholders, (ii) approved and declared advisable approving this Agreement and the Transactions transactions contemplated hereby, including the Merger and the issuance of Parent Shares in the Merger, (iii) recommended directing that the Parent Voting Proposal be submitted to Parent’s shareholders for their approval and (iv) recommending that Parent, as ’s shareholders adopt the sole stockholder Parent Voting Proposal. (d) The votes or consents of holders of any class or series of capital stock of Parent necessary to approve the Merger Sub, adopt and to otherwise consummate the transactions contemplated by this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent are set forth in Schedule 6.4(d) of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this AgreementParent Disclosure Schedule.

Authority; Execution and Delivery; Enforceability. (a) The execution Company has all requisite corporate power and authority to execute, deliver and perform this Agreement and to consummate the Transactions. The execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate and stockholder action on the part of Parentthe Company, and Merger Subsubject, in the case of the Merger, to receipt of the Company Stockholder Approval if required by applicable Law. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution Agreement and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it the Company in accordance with its terms (terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or and other similar Laws of general applicability relating to or affecting creditors’ rights, or ' rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent BoardBoard of Directors of the Company (the COMPANY BOARD), at a meeting duly called and heldheld at which directors of the Company constituting a quorum were present, unanimously duly and unanimously adopted resolutions (i) determined thatapproving and declaring advisable this Agreement, on the Offer, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and subject the other Transactions are fair to and in the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 best interests of the Company Disclosure Letter)and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) directing that, if required by the DGCL, this Agreement be submitted to a vote at a meeting of the Company's stockholders and (v) recommending that, if required by the DGCL, the Company's stockholders adopt this Agreement. Such resolutions are sufficient to render the restrictions on "business combinations" (as defined in Section 203 of the DGCL) of Section 203 of the DGCL inapplicable to Parent and Sub and this Agreement, the Offer, the Merger and the Transactions (includingother Transactions. Other than Section 203 of the DGCL and Chapter 80B of the Minnesota Statutes, for no state takeover statute or similar statute or regulation applies to the avoidance of doubtCompany or any Company Subsidiary with respect to this Agreement, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubtOffer, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderMerger or any other Transaction. (c) The Merger Sub Board Company has been advised by each of its directors and executive officers (iwhich executive officers are, to the knowledge of the Company, aware of the Transactions as of the date hereof) determined that this Agreement each such person intends to tender and sell all shares of Company Common Stock owned by such person in the Offer, except to the extent of any restrictions created by Section 16(b) of the Securities Exchange Act of 1934, as amended, and the Transactions are fair to, rules and in regulations promulgated thereunder (the best interests of, Parent, Merger Sub’s sole stockholder, (iiEXCHANGE ACT) approved and declared advisable this Agreement and otherwise intends to support the Transactions and (iii) recommended that Parent, as the sole stockholder consummation of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, for the approval of this Agreement by Parent as the sole stockholder of Merger Sub. The Board of Directors of Parent (athe “Parent Board”) has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its shareholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub has adopted resolutions (i) approving the execution, delivery and performance of this Agreement, (ii) determining that the terms of this Agreement are in the best interests of Merger Sub and Parent, as its sole stockholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole stockholder of Merger Sub, adopt this Agreement and directing that this Agreement be submitted to Parent, as sole stockholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole stockholder of Merger Sub, will, immediately following the execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement (includingby each of the parties hereto, adopt this Agreement. Except for the avoidance adoption of doubtthis Agreement by Parent as the sole stockholder of Merger Sub, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary no other corporate action proceedings on the part of ParentParent or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and Merger Subthe other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform their obligations hereunder and to consummate the Merger and the other Transactions. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) by Parent and Sub and the consummation by ▇▇▇▇▇▇ Parent and Merger Sub of the Merger and the other Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution for purposes of determining the absence of a required vote of the stockholders of Parent the accuracy of the representations and delivery by warranties of the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions Company set forth in this Agreement (including, for Section 3.03 and the avoidance of doubt, Section 6.17 of compliance by the Company Disclosure Letterwith its obligations under Section 5.01(a), this Agreement and no other corporate proceedings on the Transactions (including, for the avoidance part of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) or Sub are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, necessary to authorize or adopt this Agreement or to consummate the Merger and approve the other Transactions. Parent, as the sole stockholder of Merger Sub, has approved and adopted this Agreement. This Agreement has been duly executed and delivered by Parent and Sub and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes a unanimous written consent legal, valid and binding obligation of the sole stockholder of Merger Sub adopting Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms. (b) No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation applies to Parent with respect to this Agreement and approving no anti-takeover provision in the Parent Charter or the Parent Bylaws is, or at the Effective Time will be, applicable to the Merger, which consent shall become effective immediately following the execution and delivery Share Issuance or the other Transactions. For purposes of this Agreement, “Share Issuance” means the authorized issuance by Parent of the Parent Common Stock constituting Stock Consideration and of a sufficient number of shares of Parent Common Stock for delivery upon exercise of the Company Stock Options to be assumed in accordance with Section 6.05.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Agreements to which it is a party and to consummate the Transactions to which it is a party. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 and each of the Company Disclosure Letter) Transaction Agreements to which it is a party and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) to which it is a party have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject, in the case of the issuance of the Shares, to receipt of the Company Stockholder Approval (as defined below). Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, andand each Transaction Agreement to which it is a party and this Agreement and each Transaction Agreement to which it is a party, assuming the due authorization, execution and delivery thereof by the Companyother parties hereto and thereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Parent Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, unanimously held duly and unanimously adopted resolutions (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), approving this Agreement and the Transactions (including, for the avoidance of doubtother Transaction Agreements, the separation Acquisition and the other Transactions, (ii) determining that the terms of the SpinCo Business, SpinCo Assets, SpinCo Liabilities Acquisition and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities other Transactions are fair to and Parent Retained Employees) are in the best interest interests of Parentthe stockholders of the Company, its business and strategy and its shareholders, employees and other stakeholders and (iiiii) approved and declared advisable this Agreement (including, for approving the avoidance of doubt, Section 6.17 amendment of the Company Disclosure LetterCharter to authorize the Shares (the “Company Charter Amendment”) and (iv) recommending that the Transactions (including, for Company’s stockholders approve the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderCompany Charter Amendment. (c) The Merger Sub Board only vote of holders of any class or series of Company Capital Stock necessary to consummate the Acquisition and other Transactions is (A) the approval of the Company Charter Amendment (i) determined that this Agreement and by the Transactions are fair to, and in two-thirds affirmative vote of the best interests of, Parent, Merger Sub’s sole stockholdertotal number of votes held by the stockholders present at the Company Common Stock stockholders meeting, (ii) approved and declared advisable this Agreement and by the Transactions and two-thirds affirmative vote of the total number of votes held by the stockholders present at the Company Class A Preferred Stock stockholders meeting, (iii) recommended that Parent, as by the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent two-thirds affirmative vote of the sole stockholder total number of Merger Sub adopting votes held by the stockholders present at the Company Class B Preferred Stock stockholders meeting, and (iv) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company, (B) the approval of the delegation of authority to the Board of Directors to determine the terms of the issuance of the Company Class C Preferred Stock upon favorable terms by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company and (C) the approval of the delegation of authority to the Board of Directors to determine the terms of the issuance of Company Stock Options upon favorable terms by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company, which, in the case of each of (A), (B) and (C), may and will be effected at the Company Stockholder Meetings (as defined in Section 6.01(b)) (the “Company Stockholder Approval”). The affirmative vote of the holders of Company Capital Stock, or any of them, is not necessary to approve any Transaction Agreement or consummate any Transaction other than the Company Charter Amendment and the matters referred to in this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this AgreementSection 3.04(c).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Agreements to which it is a party and to consummate the Transactions to which it is a party. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 and each of the Company Disclosure Letter) Transaction Agreements to which it is a party and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) to which it is a party have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject, in the case of the issuance of the Company Class C Preferred Stock, to receipt of the Company Stockholder Approval (as defined below). Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, andand each Transaction Agreement to which it is a party and this Agreement and each Transaction Agreement to which it is a party, assuming the due authorization, execution and delivery thereof by the Companyother parties hereto and thereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Parent board of directors of the Company (the “Company Board”), at a meeting duly called and held, unanimously held duly and unanimously adopted resolutions (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), approving this Agreement and the Transactions (including, for the avoidance of doubtother Transaction Agreements, the separation Acquisition and the other Transactions, (ii) determining that the terms of the SpinCo Business, SpinCo Assets, SpinCo Liabilities Acquisition and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities other Transactions are fair to and Parent Retained Employees) are in the best interest interests of Parentthe stockholders of the Company, its business and strategy and its shareholders, employees and other stakeholders and (iiiii) approved and declared advisable this Agreement (including, for approving the avoidance of doubt, Section 6.17 amendment of the Company Disclosure LetterCharter to authorize the Company Class C Preferred Stock (the “Company Charter Amendment”) and (iv) recommending that the Transactions (including, for Company’s stockholders approve the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderCompany Charter Amendment. (c) The Merger Sub Board only vote of holders of any class or series of Company Capital Stock necessary to consummate the Acquisition and other Transactions is (A) the approval of the Company Charter Amendment (i) determined that this Agreement and by the Transactions are fair to, and in two-thirds affirmative vote of the best interests of, Parent, Merger Sub’s sole stockholdertotal number of votes held by the stockholders present at the Company Common Stock stockholders meeting, (ii) approved and declared advisable this Agreement and by the Transactions and two-thirds affirmative vote of the total number of votes held by the stockholders present at the Company Class A Preferred Stock stockholders meeting, (iii) recommended that Parent, as by the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent two-thirds affirmative vote of the sole stockholder total number of Merger Sub adopting votes held by the stockholders present at the Company Class B Preferred Stock stockholders meeting, and (iv) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company, (B) the approval of the delegation of authority to the Company Board to determine the terms of the issuance of the Company Class C Preferred Stock upon favorable terms by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company and (C) the approval of the delegation of authority to the Company Board to determine the terms of the issuance of Company Stock Options upon favorable terms by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company, which, in the case of each of (A), (B) and (C), may and will be effected at the Company Stockholders Meetings (as defined in Section 6.01(b)) (the “Company Stockholder Approval”). The affirmative vote of the holders of Company Capital Stock, or any of them, is not necessary to approve any Transaction Agreement or consummate any Transaction other than the Company Charter Amendment and the matters referred to in this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this AgreementSection 3.04(c).

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The Parent Board, by resolutions duly adopted (ai) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, the issuance of Parent Common Stock to the stockholders of the Company pursuant to the Merger and the issuance of the CVRs to the stockholders of the Company pursuant to the Merger, and (ii) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger, the issuance of Parent Common Stock to the stockholders of the Company pursuant to the Merger and the issuance of the CVRs to the stockholders of the Company pursuant to the Merger, are in the best interests of Parent and its stockholders, and such resolutions have not been withdrawn, amended or modified. The execution board of directors of Merger Sub has by resolutions duly adopted declared this Agreement advisable, resolved to recommend that Parent adopt this Agreement and directed that Merger Sub submit the adoption of this Agreement for consideration by Parent, and such resolutions have not been withdrawn, amended or modified. No other corporate proceedings on the part of Parent are necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). The execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for transactions contemplated by this Agreement are within the avoidance corporate powers of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities Merger Sub and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Merger Sub has have each duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other Laws of general applicability relating to or similar laws affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Agreements to which it is a party and to consummate the Transactions to which it is a party. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 and each of the Company Disclosure Letter) Transaction Agreements to which it is a party and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) to which it is a party have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject, in the case of the Merger, to receipt of the Company Stockholder Approval. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, andand each Transaction Agreement to which it is a party and this Agreement and each Transaction Agreement to which it is a party, assuming the due authorization, execution and delivery thereof by the Companyother parties hereto and thereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Parent Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, unanimously held duly and unanimously adopted resolutions (i) determined thatapproving this Agreement and the other Transaction Agreements, on the Merger and the other Transactions, (ii) determining that the terms of the Merger and subject the other Transactions are fair to and in the conditions set forth in best interests of the stockholders of the Company, (iii) directing that this Agreement (including, for the avoidance of doubt, Section 6.17 be submitted to a vote of the Company Disclosure Letter)Company’s stockholders, (iv) recommending that the Company’s stockholders adopt this Agreement and (v) declaring that this Agreement is advisable. Such resolutions are sufficient to render inapplicable to Parent and Acquisition Sub, this Agreement and the other Transaction Agreements, and the Merger and the other Transactions (includingthe restrictions on “business combinations” contained in Section 203 of the DGCL to the extent it is applicable. To the Company’s knowledge, for no other state takeover statute or similar statute or regulation applies or purports to apply to the avoidance of doubtCompany with respect to this Agreement and the other Transaction Agreements, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and Merger or any other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderTransaction. (c) The Merger Sub Board (i) determined that only consent or vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Transactions are fair to, and in Merger is the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable adoption of this Agreement and by the Transactions and holders of a majority of the outstanding Company Common Stock (iii) recommended that Parentthe “Company Stockholder Approval”), as which may be effected either by the sole stockholder written consent or the affirmative vote at a stockholders meeting of Merger Subthe holders of a majority of the outstanding Company Common Stock. The written consent or affirmative vote of the holders of Company Capital Stock, adopt or any of them, is not necessary to approve any Transaction Agreement other than this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving or to consummate any Transaction other than the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Merger and the other Transactions (including, for to be performed or consummated by the avoidance Company in accordance with the terms of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) this Agreement have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject, in the case of the Merger, to receipt of the Company Stockholder Approval. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery of this Agreement by the CompanyParent and Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability laws relating to or affecting creditors’ rights, or by the rights and remedies of creditors generally and to general principles governing the availability of equitable remedies, equity (regardless of whether considered in a Proceeding proceeding in equity or at law or in equitylaw). (b) The Parent Company Board, at a meeting duly called and held, unanimously by a unanimous vote of the directors,] duly adopted resolutions (i) determined that, on adopting this Agreement and approving the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement, (ii) determining that the terms of the Merger and subject the other Transactions to be performed or consummated by the conditions set forth Company in accordance with the terms of this Agreement (including, for are fair to and in the avoidance of doubt, Section 6.17 best interests of the Company Disclosure Letter)and its stockholders, (iii) directing that this Agreement and be submitted to a vote at the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders Company Stockholders’ Meeting and (iiiv) approved and declared advisable recommending that the Company’s stockholders approve this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderAgreement. (c) The Merger Sub Board (i) determined that only vote of holders of any class or series of the capital stock of the Company necessary to approve this Agreement and the Transactions are fair to, and in Merger is the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable approval of this Agreement and by the Transactions and (iii) recommended that ParentCompany Stockholder Approval. The affirmative vote of the holders of Company Common Stock, as or any of them, is not necessary to consummate any Transaction to be performed or consummated by the sole stockholder Company in accordance with the terms of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving other than the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all requisite power and authority to execute and deliver this Agreement, to perform its covenants and agreements hereunder and to consummate the transactions contemplated hereby, including the Merger. The Parent Board has adopted resolutions (a) The execution determining that it is in the best interests of Parent and its shareholders, and declaring it advisable, for Parent to enter into this Agreement and (b) adopting this Agreement and approving Parent’s execution, delivery by ▇▇▇▇▇▇ and Merger Sub performance of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation of the transactions contemplated by ▇▇▇▇▇▇ and this Agreement, including the Merger. Such resolutions have not been amended or withdrawn as of the date of this Agreement. The board of directors of Merger Sub has adopted resolutions (i) determining that it is in the best interests of Merger Sub and its shareholder, and declaring it advisable, for Merger Sub to enter into this Agreement, (ii) adopting this Agreement and approving Merger Sub’s execution, delivery and performance of this Agreement and the consummation of the Transactions transactions contemplated by this Agreement, including the Merger, and (includingiii) resolving to recommend that Parent, for in its capacity as the avoidance sole shareholder of doubtMerger Sub, adopt this Agreement. Parent has approved this Agreement by written consent in its capacity as the separation sole shareholder of Merger Sub. Such resolutions and written consent have not been amended or withdrawn as of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary date of this Agreement. No vote or corporate action proceedings on the part of ParentParent or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger. Parent and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Sub has have duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its the legal, valid and binding obligationobligation of each of Parent and Merger Sub, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcyterms, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered subject in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject all respects to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement Bankruptcy and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderEquity Exceptions. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Merger and the other Transactions. The execution and delivery by ▇▇▇▇▇▇ each of Parent and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub it of the Merger and the other Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent and Sub. Parent, and Merger as sole stockholder of Sub, has approved this Agreement. Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Board of Directors of Parent (the "Parent Board"), at a meeting duly called and held, duly [and unanimously ] adopted resolutions (i) determined thatapproving this Agreement, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement Merger and the Transactions (includingShare Issuance, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for directing that the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from Share Issuance be submitted to a vote at the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities Stockholders Meeting and Parent Retained Employees(iii) and recommending that Parent's stockholders approve the execution, delivery and performance of Parent’s obligations thereunderShare Issuance. (c) The Merger Sub Board only vote of holders of any class or series of capital stock of Parent necessary to approve the Share Issuance is the approval by the holders of a majority of the stockholders of Parent present and voting, in accordance with the requirements of the NYSE (i) determined that this Agreement and the Transactions are fair to, and in "Parent Stockholder Approval"). The affirmative vote of the best interests of, holders of capital stock of Parent, Merger Sub’s sole stockholderor any of them, (ii) approved and declared advisable this Agreement and is not necessary to consummate any Transaction other than the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this AgreementShare Issuance.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, to the approval of this Agreement by Parent as the sole stockholder of Merger Sub. The Board of Directors of Parent (the “Parent Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its shareholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub has adopted resolutions (i) approving the execution, delivery and performance of this Agreement, (ii) determining that the terms of this Agreement are in the best interests of Merger Sub and Parent, as its sole stockholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole stockholder of Merger Sub, adopt this Agreement and directing that this Agreement be submitted to Parent, as sole stockholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole stockholder of Merger Sub, will, immediately following the execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement (includingby each of the parties hereto, adopt this Agreement. Except for the avoidance adoption of doubtthis Agreement by Parent as the sole stockholder of Merger Sub, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary no other corporate action proceedings on the part of ParentParent or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger Subas required by the DGCL). Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent BoardNo “fair price”, at a meeting duly called and held“moratorium”, unanimously (i) determined that“control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 Merger or any of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ Parent and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ Parent and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent, Parent and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Merger Sub has have duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board has (i) determined that this Agreement and the Transactions transactions contemplated hereby, including the Merger and the Parent Stock Issuance, are in the best interests of, and advisable to, Parent and its stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, (iii) approved the execution, delivery and performance by Parent of this Agreement, including the Merger and the Parent Stock Issuance, upon the terms and subject to the conditions contained herein, (iv) directed that this Agreement be submitted to the holders of the Parent Common Stock at the Parent Stockholders Meeting to approve the Parent Stock Issuance, and (v) resolved to make the Parent Board Recommendation, subject to the terms and conditions in this Agreement. Parent, as the owner of all of the outstanding equity interests of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. None of the foregoing actions by the Parent Board have been rescinded or modified in any way (unless such rescission or modification has been effected after the date hereof in accordance with the terms of Section 6.5). (c) The only vote of holders of any class or series of capital stock of Parent necessary to approve this Agreement and to consummate the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, is the approval of the Parent Stock Issuance by the affirmative vote of at least a majority of the votes cast in person or represented by proxy at the Parent Stockholders Meeting by the holders of Parent Common Stock entitled to vote thereon in accordance with Sections 312.03(c) and 312.07 of the NYSE Listed Company Manual (the “Parent Stockholder Approval”). (d) The Merger Sub Board, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated here, including the Merger, are advisable, fair to, and in the best interests of, Parent, Merger Sub’s Sub and its sole stockholder, (ii) approved the execution and declared advisable delivery by Merger Sub of this Agreement Agreement, the performance by Merger Sub of its covenants and agreements contained herein and the Transactions consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions contained herein and (iii) recommended that submitted this Agreement to Parent, as the sole stockholder of Merger Sub, for adoption thereby and recommended that Parent approve and adopt this Agreement and approve the Transactionstransactions contemplated hereby, including the Merger. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent None of the sole stockholder of foregoing actions by the Merger Sub adopting this Agreement and approving Board have been rescinded or modified in any way (unless such rescission or modification has been effected after the Merger, which consent shall become effective immediately following date hereof in accordance with the execution and delivery terms of this AgreementSection 6.5).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the Company Stockholder Approval (as defined below) with respect to the Merger if required by Law, to consummate the Transactions. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject, in the case of the Merger, to receipt of the Company Stockholder Approval (as defined in Section 3.04(c)). Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligationobligation (subject to the Company Stockholder Approval with respect to the Merger if required by Law), enforceable against it in accordance with its terms (terms, except insofar as such to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other Laws similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, or ' rights and by the effect of the principles governing the availability of equitable remedies, equity (regardless of whether enforceability is considered in a Proceeding proceeding in equity or at law or in equitylaw). (b) The Parent BoardBoard of Directors of the Company (the "COMPANY BOARD"), at a meeting duly called and held, unanimously duly and unanimously adopted resolutions (i) determined thatapproving this Agreement, on the Offer, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and subject the other Transactions are fair to and in the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 best interests of the Company Disclosure Letterand its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and (iv) recommending that the Company's stockholders approve this Agreement. Such resolutions are sufficient to render inapplicable to Parent and Sub and this Agreement, the Offer, the Merger and the other Transactions the provisions of Chapter 110C (assuming the requirement that the terms of the Offer be furnished to shareholders is satisfied), Chapter 110D and Chapter 110F of the BCL. To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement and the Transactions (including, for the avoidance of doubtAgreement, the separation Offer, the Merger or any other Transaction. The Company has been advised by each of its directors and executive officers that, as of the SpinCo Businessdate of this Agreement, SpinCo Assetseach such person intends to tender all shares of Company Common Stock owned by such person pursuant to the Offer, SpinCo Liabilities and SpinCo Employees from except to the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employeesextent of any restrictions created by Section 16(b) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderExchange Act. (c) The Merger Sub Board (i) determined that only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Transactions are fair to, and in Merger is the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable approval of this Agreement and by the Transactions and (iii) recommended that Parent, as the sole stockholder holders of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent two-thirds of the sole stockholder outstanding Company Common Stock (the "COMPANY STOCKHOLDER APPROVAL"). The affirmative vote of Merger Sub adopting this Agreement and approving the holders of Company Capital Stock, or any of them, is not necessary to consummate the Offer or any Transaction other than the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent, Parent OP and Merger Sub has all requisite corporate, limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement and, subject to receipt of the Parent Stockholder Approval, to consummate the Transactions. The execution execution, delivery and delivery performance by ▇▇▇▇▇▇ each of Parent, Parent OP and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub it of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, partnership action on the part of Parent OP, and limited liability company action on the part of Merger Sub, and no other corporate, limited partnership or limited liability company actions, as applicable, on the part of Parent, Parent OP and Merger SubSub are necessary to authorize this Agreement, the Merger or the other Transactions, subject to receipt of the Parent Stockholder Approval. Each of Parent, Parent OP and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Companyother parties hereto, this Agreement constitutes its the legal, valid and binding obligationobligations of Parent, Parent OP and Merger Sub, respectively, enforceable against it each of Parent, Parent OP and Merger Sub in accordance with its terms (except insofar as such enforceability may be limited by bankruptcyterms, insolvency, reorganization, moratorium or other Laws of general applicability relating subject to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)Bankruptcy and Equity Exception. (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined thatduly adopted resolutions approving this Agreement, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement Merger and the Transactions (includingother Transactions, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for recommending that Parent’s stockholders approve the avoidance issuance of doubt, Section 6.17 of Parent Common Stock in the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderMerger as contemplated by this Agreement. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder general partner of Merger SubParent OP, adopt has adopted this Agreement and approve approved the Transactions. Partnership Merger and the other Transactions (“Parent OP GP Approval”). (d) Parent, as the sole stockholder member of the Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of approved this Agreement, the Company Merger and the other Transactions.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the Company Stockholder Approval (as defined below), to consummate the Merger and the other transactions contemplated hereby. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for Merger and the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject to receipt of the Company Stockholder Approval. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery of this Agreement by the CompanyParent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (terms, except insofar as such enforceability that enforcement hereof may be subject to or limited by (i) bankruptcy, insolvency, reorganization, moratorium insolvency or other Laws similar laws, now or hereafter in effect, affecting its creditors' rights generally and (ii) the effect of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, equity (regardless of whether enforceability is considered in a Proceeding proceeding at law or in equity). (b) The Parent Each of the special committee of the board of directors of the Company (the "Company Board") formed in connection with the Merger and the other transactions contemplated hereby (the "Company Special Committee") and the Company Board, at a meeting meetings duly called and separately held, unanimously duly and unanimously adopted resolutions (which resolutions have not been rescinded or modified) (i) determined thatapproving this Agreement and approving the Merger and the other transactions contemplated hereby, on (ii) determining that the terms of the Merger and subject the other transactions contemplated hereby are advisable and fair to and in the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 best interests of the Company Disclosure Letter)and its stockholders and (iii) recommending that the Company's stockholders adopt this Agreement. No state takeover statute or similar statute or regulation, this Agreement and the Transactions (including, for the avoidance of doubt, the separation including Section 203 of the SpinCo BusinessDGCL, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from is applicable to or purports to be applicable to the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and Merger or any other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereundertransactions contemplated hereby. (c) The Merger Sub Board (i) determined that this Agreement and only vote of holders of any class or series of the Transactions are fair to, and in capital stock of the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, Company necessary to adopt this Agreement and approve the Transactions. Parent, as Merger is the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery approval of this Agreement, at a stockholders meeting or by written consent, by a majority of the outstanding shares of Company Common Stock and Preferred Stock entitled to vote thereon, voting together as a single class (the "Company Stockholder Approval").

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement. The Parent Board has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) determining that the Merger Consideration constitutes fair value for each Common Share; (ii) approving the execution, delivery and performance of this Agreement and the Statutory Merger Agreement; and (iii) determining that entering into this Agreement and the Statutory Merger Agreement is in the best interests of Parent and its shareholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has adopted resolutions (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) approving the execution, delivery and performance of this Agreement and the Statutory Merger Agreement; (iii) determining that the terms of this Agreement and the Statutory Merger Agreement are in the best interests of Merger Sub and Parent, as its sole shareholder; (iv) declaring this Agreement and the Statutory Merger Agreement advisable; and (v) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Statutory Merger Agreement and directing that this Agreement and the Statutory Merger Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted and approved this Agreement, the Statutory Merger Agreement and the Merger. Except for corporate approvals already obtained, no other corporate proceedings (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letterany shareholder approval) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, Merger Sub or their respective Affiliates are necessary to authorize, adopt or approve, as applicable, this Agreement or the Statutory Merger Agreement or to consummate the Merger and the other transactions contemplated by this Agreement and the Statutory Merger SubAgreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act). Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of CenturyLink and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Share Issuance, to the receipt of the CenturyLink Shareholder Approval and, in the case of the Merger, for the approval of this Agreement by CenturyLink as the sole stockholder of Merger Sub. The Board of Directors of CenturyLink (the “CenturyLink Board”) has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of CenturyLink was present, (i) approving the execution, delivery and performance of this Agreement, (ii) determining that entering into this Agreement is in the best interests of CenturyLink and its shareholders, (iii) recommending that CenturyLink’s shareholders vote in favor of approval of the issuance of CenturyLink Common Stock constituting the Merger Consideration (the “Share Issuance”) and directing that the Share Issuance be submitted to CenturyLink’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “CenturyLink Shareholders Meeting”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub has adopted resolutions (i) approving the execution, delivery and performance of this Agreement, (ii) determining that the terms of this Agreement are in the best interests of Merger Sub and CenturyLink, as its sole stockholder, (iii) declaring this Agreement advisable and (iv) recommending that CenturyLink, as sole stockholder of Merger Sub, adopt this Agreement and directing that this Agreement be submitted to CenturyLink, as sole stockholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. CenturyLink, as sole stockholder of Merger Sub, will, immediately following the execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement by each of the parties hereto, adopt this Agreement. Except (includingx) solely in the case of the Share Issuance, for the avoidance of doubt, Section 6.17 approval of the Company Disclosure Letter) and Share Issuance by the consummation by ▇▇▇▇▇▇ and Merger Sub affirmative vote of the Transactions holders of a majority of the voting power of the shares of CenturyLink Common Stock and CenturyLink Preferred Stock represented in person or by proxy at the CenturyLink Shareholders Meeting, as required by Section 312.03(c) of the NYSE Listed Company Manual (includingthe “CenturyLink Shareholder Approval”), and (y) solely in the case of the Merger, for the avoidance adoption of doubtthis Agreement by CenturyLink as the sole stockholder of Merger Sub, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary no other corporate action proceedings on the part of ParentCenturyLink or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and Merger Subthe other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). Each of Parent CenturyLink and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the CompanyQwest, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject CenturyLink By-laws render LBCL Sections 12:135 through 12:140.2 inapplicable to the conditions set forth in Merger. No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement (includingAgreement, for the avoidance of doubt, Section 6.17 Merger or any of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Purchaser, New Pubco, Purchaser Merger Sub and Blocker Merger Sub possesses all requisite legal right, power and authority to execute, deliver and perform this Agreement and the other Transaction Agreements to which it is or will be a party, and to consummate the Transactions. The execution execution, delivery and delivery performance by ▇▇▇▇▇▇ each of Purchaser, New Pubco, Purchaser Merger Sub and Blocker Merger Sub of this Agreement (including, for and the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) other Transaction Agreements to which it is or will be a party and the consummation by ▇▇▇▇▇▇ and Merger Sub it of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly and validly authorized by all necessary requisite corporate or limited liability company, as applicable, action on its part and no other corporate or limited liability company, as applicable, proceeding on its part is necessary to authorize this Agreement and the part other Transaction Agreements to which it is or will be a party or to consummate the Transactions. (b) The manager of ParentPurchaser Merger Sub has authorized this Agreement and approved the Purchaser Merger, and no other vote or consent of the members or the holders of any class of securities of Purchaser Merger SubSub is required to adopt this Agreement, approve the Purchaser Merger or effect the Transactions. Each No equityholder of Parent and ▇▇▇▇▇▇ Purchaser nor any member or equityholder of Purchaser Merger Sub will be entitled to appraisal, dissenters or similar rights in connection with the Purchaser Merger. The manager of Blocker Merger Sub has authorized this Agreement and approved the Blocker Merger, and no other vote or consent of the members or the holders of any class of securities of Blocker Merger Sub is required to adopt this Agreement, approve the Blocker Merger or effect the Transactions. No member or equityholder of Blocker Merger Sub will be entitled to appraisal, dissenters or similar rights in connection with the Blocker Merger. (c) This Agreement has been, and the other Transaction Agreements to which it is or will be a party will upon delivery be, duly executed and delivered this Agreementby Purchaser, New Pubco, Purchaser Merger Sub and Blocker Merger Sub and, assuming due authorization, execution and delivery by each of the Companyother parties hereto and thereto, this Agreement constitutes its constitutes, or will upon such delivery constitute, the legal, valid and binding obligationobligation of Purchaser, New Pubco, Purchaser Merger Sub and Blocker Merger Sub, enforceable against it in accordance with its terms (terms, except insofar as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)Enforceability Exceptions. (bd) The Parent Prior to the date hereof, (i) each of Purchaser, as the sole stockholder of New Pubco, and the board of directors of New Pubco adopted and approved the A&R Certificate of Incorporation of New Pubco and (ii) the board of directors of New Pubco adopted and approved the A&R Bylaws of New Pubco, in each case, in accordance with applicable Law and the respective Organizational Documents (as then in effect) of each of Purchaser and New Pubco. (e) Prior to the date hereof, the Purchaser Board, at a meeting duly called and held, unanimously (i) determined thatby a unanimous vote of all of its directors, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions Transactions, including the Domestication, the actions contemplated by Section 2.03 and the Mergers, are fair to, advisable and in the best interests of, Parent, Merger Sub’s sole stockholderof Purchaser, (ii) approved and declared advisable adopted this Agreement and the Transactions Transactions, including the Domestication, the actions contemplated by Section 2.03 and the Mergers, (iii) recommended directed that Parent, as the sole stockholder Proposals be submitted to a vote of Merger Sub, adopt this Agreement the shareholders of Purchaser at the Special Meeting and (iv) made the Purchaser Board Recommendation. At the Special Meeting the shareholder vote required to pass each of the Proposals is a Special Resolution in respect of the Cayman Proposals (and such Special Resolution is the only vote of the holders of any class of securities of Purchaser that is required to approve the Transactions. Parent, as Cayman Proposals) and the sole stockholder of Merger Sub, has executed Extension Proposal (and delivered a unanimous written consent such Special Resolution is the only vote of the sole stockholder holders of Merger Sub adopting this Agreement any class of securities of Purchaser that is required to approve the Extension Proposal), an Ordinary Resolution in respect of the Amendment Proposal (and approving such Ordinary Resolution is the Mergeronly vote of the holders of any class of securities of Purchaser that is required to approve the Amendment Proposal), which consent shall become effective immediately following the execution Issuance Proposal (and delivery such Ordinary Resolution is the only vote of this Agreementthe holders of any class of securities of Purchaser that is required to approve the Issuance Proposal) and the Omnibus Incentive Plan Proposal (and such Ordinary Resolution is the only vote of the holders of any class of securities of Purchaser that is required to approve the Omnibus Incentive Plan Proposal) and, if required, class consents as contemplated by Article 27 of the Memorandum and Articles of Association. Each holder of Purchaser Shares entitled to vote at the Special Meeting is entitled to one vote per share. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation applicable to Purchaser is applicable to any of the Transactions.

Authority; Execution and Delivery; Enforceability. (a) The adoption, execution and delivery by ▇▇▇▇▇▇ Parent and Merger Sub of this Agreement (including, for and the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) Ancillary Agreements to which they are a party and the consummation by ▇▇▇▇▇▇ Parent and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, Parent and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this AgreementAgreement and the Ancillary Agreements to which they are a party, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and heldacting pursuant to written resolutions, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), that this Agreement and the Transactions (includingare fair to, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of interests of, Parent and Parent, its business and strategy and its shareholders, employees and other stakeholders ’s stockholders and (ii) adopted, approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderAgreement. (c) No vote of holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the consummation by Parent and Merger Sub of the Merger and the other Transactions. (d) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) adopted this Agreement and approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt approve this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting approving this Agreement and approving the MergerTransactions, which consent shall become such approval to be effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Cedar and Pine Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Share Issuance, to the receipt of the Cedar Shareholder Approval and, in the case of the Merger, for the approval of this Agreement by Cedar as the sole stockholder of Pine Merger Sub. The Board of Directors of Cedar (the “Cedar Board”) has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of Cedar was present, (i) approving the execution, delivery and performance of this Agreement, (ii) determining that entering into this Agreement is in the best interests of Cedar and its shareholders, (iii) declaring this Agreement advisable and (iv) recommending that Cedar’s shareholders vote in favor of approval of the issuance of Cedar Common Stock constituting the Merger Consideration (the “Share Issuance”) and directing that the Share Issuance be submitted to Cedar’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Cedar Shareholders Meeting”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Pine Merger Sub has adopted resolutions (i) approving the execution, delivery and performance of this Agreement, (ii) determining that the terms of this Agreement are in the best interests of Pine Merger Sub and Cedar, as its sole stockholder, (iii) declaring this Agreement advisable and (iv) recommending that Cedar, as sole stockholder of Pine Merger Sub, adopt this Agreement and directing that this Agreement be submitted to Cedar, as sole stockholder of Pine Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Cedar, as sole stockholder of Pine Merger Sub, will, immediately following the execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement by each of the parties hereto, adopt this Agreement. Except (includingx) solely in the case of the Share Issuance, for the avoidance of doubt, Section 6.17 approval of the Company Disclosure Letter) and Share Issuance by the consummation by ▇▇▇▇▇▇ and Merger Sub affirmative vote of the Transactions holders of a majority of the voting power of the shares of Cedar Common Stock and Cedar Preferred Stock represented in person or by proxy at the Cedar Shareholders Meeting, as required by Section 312.03(c) of the NYSE Listed Company Manual (includingthe “Cedar Shareholder Approval”), and (y) solely in the case of the Merger, for the avoidance adoption of doubtthis Agreement by Cedar as the sole stockholder of Pine Merger Sub, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary no other corporate action proceedings on the part of ParentCedar or Pine Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and Merger Subthe other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL). Each of Parent Cedar and ▇▇▇▇▇▇ Pine Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the CompanyPine, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms terms. In order to amend Article III.C of the Cedar Articles to reduce the voting rights granted thereby to holders of Cedar High Vote Stock to the same voting rights to which holders of other shares of Cedar Common Stock are entitled, the only required vote of the Cedar shareholders is the affirmative vote of two-thirds of the voting power of holders of Cedar Common Stock present at an annual or special meeting of shareholders at which a majority of the voting power of holders of Cedar Common Stock is present (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity“Cedar High Vote Shareholder Approval”). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject Cedar By-laws render LBCL Sections 12:135 through 12:140.2 inapplicable to the conditions set forth in Merger. No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement (includingAgreement, for the avoidance of doubt, Section 6.17 Merger or any of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all requisite power and authority to execute and deliver this Agreement, to perform its covenants and agreements hereunder and to consummate the transactions contemplated hereby, including the Merger. The Parent Board has adopted resolutions (a) The execution determining that it is in the best interests of Parent and its shareholders, and declaring it advisable, for Parent to enter into this Agreement, (b) adopting this Agreement and approving Parent’s execution, delivery by ▇▇▇▇▇▇ and Merger Sub performance of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation of the transactions contemplated by ▇▇▇▇▇▇ this Agreement, including the Merger and (c) resolving to recommend that Parent’s shareholders approve the Parent Articles of Incorporation Amendment and the issuance of shares of Parent Common Stock as part of the Merger Consideration to the extent required pursuant to Section 312.03 of the NYSE Listed Company Manual (the “Parent Board Recommendation”) and directing that the Parent Articles of Incorporation Amendment be submitted to Parent’s shareholders at a duly held meeting of such shareholders for such purpose (the “Parent Shareholders Meeting”). Such resolutions have not been amended or withdrawn as of the date of this Agreement. The board of directors of Merger Sub has adopted resolutions (i) determining that it is in the best interests of Merger Sub and its shareholder, and declaring it advisable, for Merger Sub to enter into this Agreement, (ii) adopting this Agreement and approving Merger Sub’s execution, delivery and performance of this Agreement and the consummation of the Transactions transactions contemplated by this Agreement, including the Merger, and (includingiii) resolving to recommend that Parent, for in its capacity as the avoidance sole shareholder of doubtMerger Sub, adopt this Agreement. Parent has approved this Agreement by written consent in its capacity as the separation sole shareholder of Merger Sub. Such resolutions and written consent have not been amended or withdrawn as of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from date of this Agreement. Except for (x) the approval of the Parent Retained BusinessArticles of Incorporation Amendment by the affirmative vote of the holders of a majority of all of the outstanding shares of Parent Common Stock entitled to vote at the Parent Shareholders Meeting (the “Parent Charter Approval”) and (y) the affirmative vote of the holders of a majority of the shares of Parent Common Stock represented at the Parent Shareholders Meeting and entitled to vote thereon to the extent required pursuant to Section 312.03 of the NYSE Listed Company Manual (the “Parent Shareholder Approval”), Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary no other vote or corporate action proceedings on the part of ParentParent or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger. Parent and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Sub has have duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its the legal, valid and binding obligationobligation of each of Parent and Merger Sub, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcyterms, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered subject in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject all respects to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement Bankruptcy and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderEquity Exceptions. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ Parent and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ Parent and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent, Parent and Merger Sub, subject, in the case of the Parent Common Stock Issuance, to receipt of Parent Stockholder Approval. Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), that this Agreement and the Transactions (includingtransactions contemplated hereby, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from including the Parent Retained BusinessCommon Stock Issuance, Parent Retained Assetsare fair to, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of interests of, Parent and Parent’s stockholders, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions transactions contemplated hereby, including the Parent Common Stock Issuance and (including, for iii) recommended that the avoidance holders of doubtParent Common Stock approve the Parent Common Stock Issuance (such recommendation described in clause (iii), the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the “Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderBoard Recommendation”). (c) The only vote of holders of any class or series of capital stock of Parent necessary to consummate the Merger is the approval of the Parent Common Stock Issuance by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon and present in person or represented by proxy at the Parent Stockholders Meeting in accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent (the “Parent Stockholder Approval”). (d) The Merger Sub Board (i) determined that this Agreement and the Transactions transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions transactions contemplated hereby, including the Merger and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactionstransactions contemplated hereby, including the Merger. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub pursuant to Section 228 of the DGCL adopting this Agreement and approving the Mergertransactions contemplated hereby, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Purchaser and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery by ▇▇▇▇▇▇ Purchaser and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ Purchaser and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, Purchaser and Merger Sub, respectively. Each of Parent Purchaser and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Parent Board of Directors of Purchaser (the "Purchaser Board"), at a meeting duly called and held, unanimously duly and unanimously adopted resolutions (i) determined thatapproving this Agreement, on the Merger and the other Transactions, (ii) determining that the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement Merger and the other Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities are fair to and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest interests of Parent, its business and strategy Purchaser and its shareholders, employees (iii) recommending that Purchaser's shareholders adopt this Agreement, and (iv) declaring that this Agreement is advisable. The Board of Directors of Merger Sub, by written consent, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger and the other stakeholders and Transactions, (ii) approved determining that the terms of the Merger and declared advisable the other Transactions are fair to and in the best interests of Merger Sub and its stockholder, (iii) recommending that Merger Sub's stockholders adopt this Agreement, and (iv) declaring that this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderis advisable. (c) The Merger Sub Board (i) determined that only vote of holders of any class or series of Purchaser Capital Stock necessary to approve and adopt this Agreement and the Transactions are fair to, and in Merger is the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and approval thereof by the Transactions and (iii) recommended that Parent, as the sole stockholder holders of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent majority of the sole stockholder of Merger Sub adopting this Agreement outstanding Purchaser Common Stock present and approving voting at the Merger, which consent shall become effective immediately following meeting called for such purposes (the execution and delivery of this Agreement"Purchaser Stockholder Approval").

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions, subject, in the case of the Merger, to receipt of the Company Shareholder Approval. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (includingAgreement, for the avoidance performance by it of doubt, Section 6.17 of the Company Disclosure Letter) its obligations hereunder and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been or will be duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject, in the case of the Merger, to receipt of the Company Shareholder Approval. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution this Agreement constitutes a valid and delivery by binding obligation of the CompanyParent Entities and Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar terms, except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Company Board, having received the unanimous recommendation of the Transaction Committee, at a meeting duly called and held, unanimously duly adopted resolutions (i) determined thatadopting this Agreement, on the Plan of Merger and the other Transactions, (ii) determining that the terms of the Merger and subject the other Transactions are fair to and in the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 best interests of the Company Disclosure Letterand its shareholders (other than Parent and its affiliates), (iii) recommending that the Company’s shareholders approve the Plan of Merger (the “Company Recommendation”) and (iv) declaring that this Agreement and the Transactions (includingPlan of Merger are advisable, for which resolutions have not been subsequently rescinded, modified or withdrawn in any way except as permitted by Section 5.02. The Company is not subject to the avoidance restrictions set forth in Article 9 or Article 9A of doubtthe NCBCA, and no other “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or regulation enacted under state or Federal Laws in the United States applicable to the Company is applicable to this Agreement, the separation Merger and the other Transactions. To the Knowledge of the SpinCo BusinessCompany, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and no other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of state takeover statute or similar statute or regulation applies or purports to apply to the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubtwith respect to this Agreement, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderMerger or any other Transaction. (c) The Merger Sub Board (i) determined that only votes of holders of any class or series of Company Capital Stock necessary to approve this Agreement and the Transactions Plan of Merger are fair tothe approval of the Plan of Merger by the holders of a majority of the outstanding shares of Company Capital Stock entitled to vote thereon (the “Company Shareholder Approval”) and by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon and present (in person or by proxy) and voting at the Company Shareholders Meeting that are not owned, and in the best interests ofdirectly or indirectly, by Parent, Merger Sub’s sole stockholderany Parent Subsidiary or any Company Subsidiary (the “Unaffiliated Shareholder Approval” and, (ii) approved and declared advisable this Agreement and together with the Transactions and (iii) recommended that ParentCompany Shareholder Approval, as the sole stockholder “Required Company Shareholder Approvals”). The Required Company Shareholder Approvals are the only approvals required by the holders of Merger SubCompany Capital Stock, adopt this Agreement and approve the Transactions. Parentor any of them, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving to consummate the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ and Each of Parent, Parent OP, OP Merger Sub and IRT LP LLC has all requisite corporate, limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement and, subject to receipt of the Parent Stockholder Approval, to consummate the Transactions. The execution, delivery and performance by each of Parent, Parent OP, OP Merger Sub and IRT LP LLC of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub it of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, partnership action on the part of Parent OP, and limited liability company action on the part of OP Merger SubSub and IRT LP LLC, and no other corporate, limited partnership or limited liability company actions, as applicable, on the part of Parent, Parent OP, OP Merger Sub and IRT LP LLC are necessary to authorize this Agreement, the Merger or the other Transactions, subject to receipt of the Parent Stockholder Approval. Each of Parent, Parent OP, OP Merger Sub and ▇▇▇▇▇▇ Sub IRT LP LLC has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Companyother parties hereto, this Agreement constitutes its the legal, valid and binding obligationobligations of Parent, Parent OP, OP Merger Sub and IRT LP LLC, respectively, enforceable against it each of Parent, Parent OP, OP Merger Sub and IRT LP LLC in accordance with its terms (except insofar as such enforceability may be limited by bankruptcyterms, insolvency, reorganization, moratorium or other Laws of general applicability relating subject to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)Bankruptcy and Equity Exception. (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined thatduly adopted resolutions approving this Agreement, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement Merger and the Transactions (includingother Transactions, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for recommending that Parent’s stockholders approve the avoidance issuance of doubt, Section 6.17 of Parent Common Stock in the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderMerger as contemplated by this Agreement. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder general partner of Parent OP, has adopted this Agreement and approved the Merger and the other Transactions (“Parent OP GP Approval”). (d) Parent OP, as the sole member of the OP Merger Sub, adopt has approved this Agreement Agreement, the Partnership Merger and approve the other Transactions. . (e) Parent, as the sole stockholder member of Merger Subthe IRT LP LLC, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of approved this Agreement, the Company Merger and the other Transactions.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the Parent Stockholder Approval (as defined below), to consummate the Merger and the other transactions contemplated hereby. The execution and delivery by ▇▇▇▇▇▇ Parent and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ Parent and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) Merger have been duly authorized by all necessary corporate action on the part of Parent, Parent and Merger Sub, subject to the Parent Stockholder Approval (as defined in Section 4.04(c) below). Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (terms, except insofar as such enforceability that enforcement hereof may be subject to or limited by (i) bankruptcy, insolvency, reorganization, moratorium insolvency or other Laws similar laws, now or hereafter in effect, affecting its creditors' rights generally and (ii) the effect of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, equity (regardless of whether enforceability is considered in a Proceeding proceeding at law or in equity). (b) The Each of the special committee of the Parent board of directors (the "Parent Board") formed in connection with the Merger and the other transactions contemplated hereby (the "Parent Special Committee") and the Parent Board, at a meeting meetings duly called and separately held, unanimously duly and unanimously adopted resolutions (which resolutions have not been rescinded or modified) (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), approving this Agreement and approving the Transactions Merger and the other transactions contemplated hereby, (including, for ii) determining that the avoidance of doubt, the separation terms of the SpinCo Business, SpinCo Assets, SpinCo Liabilities Merger and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities other transactions contemplated hereby are advisable and Parent Retained Employees) are fair to and in the best interest interests of Parent, its business and strategy Parent and its shareholders, employees and other stakeholders stockholders and (iiiii) approved and declared advisable this Agreement (including, for recommending that Parent's stockholders approve the avoidance increase in the authorized share capital of doubt, Section 6.17 of the Company Disclosure Letter) Parent and the Transactions (including, for issuance of shares of Parent Common Stock in the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderMerger pursuant to this Agreement. (c) The increase in the authorized capital stock of Parent and the issuance of shares of Parent Common Stock in the Merger Sub Board (i) determined that pursuant to this Agreement and require the Transactions are fair to, and in approval of a majority of the best interests of, Parent, Merger Sub’s sole stockholder, outstanding shares of Parent Common Stock entitled to vote (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions"Parent Stockholder Approval"). Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of approved the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, (which consent shall become effective immediately following the execution and delivery of this Agreementapproval has not been rescinded or modified).

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other Transactions, subject, in the case of the Share Issuance, to the receipt of the Parent Stockholder Approval. The Parent Board has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of Parent was present, (i) approving and declaring advisable this Agreement, the Merger and the other Transactions, (ii) declaring that it is fair to, and in the best interests of, Parent and its stockholders that Parent enter into this Agreement and consummate the Merger and the other Transactions and (iii) issuing the Parent Recommendation and directing that the Share Issuance be submitted to Parent’s stockholders for approval at the Parent Stockholder Meeting. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub has adopted resolutions by unanimous vote (A) approving and declaring advisable this Agreement, the Merger and the other Transactions, (B) declaring that it is fair to, and in the best interests of, its sole stockholder that Merger Sub enter into this Agreement and consummate the Merger and the other Transactions and (C) recommending that the sole stockholder of Merger Sub adopt this Agreement. Except for (1) the filing of the Certificate of Merger, (2) the adoption of this Agreement by Parent, as the sole stockholder of Merger Sub, in accordance with the Parent Charter and the DGCL and (3) solely in the case of the Share Issuance, the approval of the Share Issuance by the affirmative vote of the holders of a majority of the voting power of the shares of Parent Capital Stock represented in person or by proxy at the Parent Stockholder Meeting, as required by Nasdaq Listing Rule 5635 (the “Parent Stockholder Approval”), no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger or the other Transactions. Each of Parent and Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (terms, except insofar as that such enforceability (x) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar Laws of general applicability application affecting or relating to or affecting the enforcement of creditors’ rights, or by rights generally and (y) is subject to general principles governing the availability of equitable remediesequity, whether considered in a Proceeding proceeding at law or in equityequity (the “Bankruptcy and Equity Exception”). (b) The None of Section 203 of the DGCL nor any other “business combination”, “control share acquisition”, “fair price”, “moratorium”, “interested stockholder” or other anti-takeover Laws (each, a “Takeover Law”) applies to Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject or Merger Sub with respect to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve Transaction Agreements or the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Sub has all requisite corporate power and authority to execute each Transaction Agreement to which it is a party and to consummate the Transactions. The execution and delivery by ▇▇▇▇▇▇ each of Parent and Merger Sub of this each Transaction Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) to which it is a party and the consummation by ▇▇▇▇▇▇ and Merger Sub it of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on as the part of Parent and Sub, subject (i) in the case of the issuance of shares of Parent Common Stock in accordance with the terms of this Agreement (the "Share Issuance"), to receipt of Parent Stockholder Approval and (ii) to receipt of the Parent Stockholder Approval and filing with the Secretary of State of the State of Delaware of an amendment to the Parent Charter (the "Charter Amendment") to change the corporate name of Parent, and Merger as contemplated by Section 7.03(g). The Board of Directors of Sub has adopted by unanimous written consent a resolution approving this Agreement. Parent, as sole stockholder of Sub, has approved this Agreement. Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreementeach Transaction Agreement to which it is a party, and, assuming due authorization, execution and delivery by the Company, this each Transaction Agreement to which it is a party constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Parent Board, at a meeting duly called and held, unanimously held duly and unanimously adopted resolutions (i) determined thatapproving the Share Issuance, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter)Charter Amendment, this Agreement and the Transactions (including, for the avoidance of doubtother Transaction Agreements, the separation Merger and the other Transactions, (ii) determining that the terms of the SpinCo Business, SpinCo Assets, SpinCo Liabilities Merger and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities other Transactions are fair to and Parent Retained Employees) are in the best interest interests of Parent, its business and strategy Parent and its shareholdersstockholders, employees (iii) recommending that Parent's stockholders approve the Share Issuance and other stakeholders the Charter Amendment and (iiiv) approved approving and declared declaring advisable the Charter Amendment. To Parent's knowledge, and assuming no material change in current ownership of Company Capital Stock prior to the Effective Time, no state takeover statute or similar statute or regulation applies or purports to apply to Parent with respect to this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubtother Transaction Agreements, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderMerger or any other Transaction. (c) The Merger Sub Board (i) determined that only vote of holders of any class or series of Parent Capital Stock necessary in connection with this Agreement and the Transactions are fair toMerger is (i) the approval of the Share Issuance by the holders of outstanding Parent Common Stock, in accordance with the requirements of the NYSE and the Parent By-laws, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent approval of the sole stockholder Charter Amendment by a majority of Merger Sub adopting this Agreement and approving the outstanding Parent Common Stock (collectively, the "Parent Stockholder Approval"). The affirmative vote of the holders of Parent Capital Stock, or any of them, is not otherwise necessary to consummate the Merger, which consent shall become effective immediately following approve the execution and delivery of this AgreementCharter Amendment or consummate any Transaction.

Authority; Execution and Delivery; Enforceability. (a) Each of the Company and Newco has all requisite corporate or limited liability company power and authority, as applicable, to execute and deliver (i) each Transaction Agreement to which it is a party and to consummate the Transactions contemplated thereby and (ii) each Commercial Agreement to which it is a party and to perform its obligations thereunder. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 each of the Company Disclosure Letterand Newco of (A) each Transaction Agreement to which it is a party and the consummation by ▇▇▇▇▇▇ each of the Company and Merger Sub Newco of the Transactions contemplated thereby and (includingB) each Commercial Agreement to which it is a party, for and the avoidance of doubt, the separation performance by each of the SpinCo BusinessCompany and Newco of its obligations thereunder, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) in each case have been duly authorized by all necessary corporate action on the part of Parentthe Company and by all limited liability company action on the part of Newco, and Merger Subsubject, in the case of the Merger, to receipt of the Company Stockholder Approval (as defined in Section 4.04(c)). Each of Parent the Company and ▇▇▇▇▇▇ Sub Newco has duly executed and delivered this Agreement, each other Transaction Agreement to which it is a party and each Commercial Agreement to which it is a party, and, assuming due authorization, execution and delivery hereof and thereof by each party hereto and thereto that is not an affiliate of the Company, this Agreement, each such Transaction Agreement and each such Commercial Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Parent Board of Directors of the Company (the "Company Board"), at a meeting duly called and held, unanimously duly and unanimously adopted resolutions (i) determined thatapproving this Agreement, on each other Transaction Agreement, the Merger and the other Transactions, (ii) approving each Commercial Agreement and the performance by the Company of its obligations thereunder, (iii) determining that the terms of the Merger and subject the other Transactions are fair to and in the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 best interests of the Company Disclosure Letter)and its stockholders, (iv) recommending that the Company's stockholders adopt this Agreement and (v) declaring that this Agreement is advisable. Assuming the accuracy of Parent's and Sub's representations and warranties in Section 5.08, such resolutions are sufficient to render inapplicable to this Agreement and the Transactions Merger the provisions of Section 203 of the DGCL, and to the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement or the Merger. The Company as the sole member of Newco, has approved (including, for the avoidance of doubtA) each other Transaction Agreement, the separation of Merger and the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders Transactions and (iiB) approved and declared advisable this each Commercial Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) to which Newco is a party and the Transactions (including, for the avoidance performance by Newco of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s its obligations thereunder. The Company as the sole member of Newco will adopt this Agreement. (c) The Merger Sub Board (i) determined Assuming the accuracy of Parent's and Sub's representations and warranties in Section 5.08, the only vote of holders of any class or series of Company Capital Stock that is necessary to approve and adopt this Agreement and the Transactions are fair to, and in Merger is the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable adoption of this Agreement and by the Transactions and (iii) recommended that Parent, as the sole stockholder holders of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent majority of the sole stockholder outstanding shares of Merger Sub adopting this Agreement and approving Company Common Stock (the "Company Stockholder Approval"). The affirmative vote of the holders of Company Capital Stock, or any of them, is not necessary to consummate any Transaction other than the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions, including the Merger, subject, in the case of the Share Issuance and Parent Charter Amendment, to the receipt of the Parent Stockholder Approval. (b) The Parent Board has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of Parent was present, (i) determining that the Merger is in the best interests of Parent and the Parent Stockholders, (ii) approving this Agreement and the Transactions, including the Merger, the Share Issuance and the Parent Charter Amendment, and (iii) recommending that the Parent Stockholders vote in favor of approval of the Share Issuance and the Parent Charter Amendment, and directing that the Share Issuance and Parent Charter Amendment be submitted to the Parent Stockholders for approval at a duly held meeting of such stockholders for such purpose (the "Parent Stockholders Meeting"). Such resolutions have not been amended or withdrawn as of the date of this Agreement. (c) The Board of Directors of Merger Sub has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of Merger Sub was present, approving and adopting this Agreement (includingand determining that entering into this Agreement is in the best interests of Merger Sub and its shareholder, for and Parent, as the avoidance sole shareholder of doubtMerger Sub, Section 6.17 has approved this Agreement and the Transactions. Such resolutions have not been amended or withdrawn as of the date of this Agreement. (d) Except for (i) the approval of the Share Issuance by the affirmative vote of the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at the Parent Stockholders Meeting, as required by section 312.03 of the NYSE Listed Company Disclosure LetterManual and (ii) the approval of the Parent Charter Amendment by the affirmative vote of holders of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon (the approvals described in clauses (i) and (ii) collectively are referred to herein as the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including"Parent Stockholder Approval"), for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary no other corporate action proceedings on the part of ParentParent or Merger Sub are necessary to authorize, and Merger Sub. adopt or approve this Agreement or to consummate the Transactions (except for the filing of the appropriate merger documents as required by the VSCA). (e) Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its a legal, valid and binding obligation, enforceable against it Parent and Merger Sub in accordance with its terms (terms, except insofar as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general applicability relating to or affecting creditors’ rights, or ' rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Merger and the other transactions contemplated by this Agreement. The Parent Board has adopted resolutions, by vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement; and (ii) determining that entering into this Agreement is fair to and in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has adopted resolutions (i) approving the execution, delivery and performance of this Agreement; (ii) determining that the terms of this Agreement are in the best interests of Merger Sub and its sole stockholder; (iii) declaring this Agreement advisable; and (iv) recommending that its sole stockholder adopt this Agreement and directing that this Agreement be submitted to its as sole stockholder for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The sole stockholder of Merger Sub will adopt and approve this Agreement by written consent immediately following the execution and delivery of this Agreement. No other corporate proceedings (including, for the avoidance of doubt, any stockholder approval) on the part of Parent, Merger Sub or their respective Affiliates are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Merger Certificate with, and acceptance for record by, the Delaware Secretary of State pursuant to the DGCL). Each of Parent and Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all requisite power and authority to execute and deliver this Agreement, to perform its covenants and agreements hereunder and to consummate the transactions contemplated hereby, including the Merger. The sole member of Parent has adopted resolutions (a) The execution determining that it is in the best interests of Parent and its member, and declaring it advisable, for Parent to enter into this Agreement and (b) adopting this Agreement and approving Parent’s execution, delivery by ▇▇▇▇▇▇ and Merger Sub performance of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation of the transactions contemplated by ▇▇▇▇▇▇ and this Agreement, including the Merger. Such resolutions have not been amended or withdrawn as of the date of this Agreement. The board of directors of Merger Sub has adopted resolutions (i) determining that it is in the best interests of Merger Sub and its shareholder, and declaring it advisable, for Merger Sub to enter into this Agreement, (ii) adopting this Agreement and approving Merger Sub’s execution, delivery and performance of this Agreement and the consummation of the Transactions transactions contemplated by this Agreement, including the Merger, and (includingiii) resolving to recommend that Parent, for in its capacity as the avoidance sole shareholder of doubtMerger Sub, adopt this Agreement. Parent has approved this Agreement by written consent in its capacity as the separation sole shareholder of Merger Sub. Such resolutions and written consent have not been amended or withdrawn as of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary date of this Agreement. No other vote or corporate action proceedings on the part of ParentParent or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger. Parent and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Sub has have duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its the legal, valid and binding obligationobligation of each of Parent and Merger Sub, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcyterms, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered subject in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject all respects to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement Bankruptcy and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderEquity Exceptions. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent, BATUS and Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions, subject to receipt of the Parent Shareholder Approval and the Sub Shareholder Approval (which Sub Shareholder Approval shall be obtained promptly after the execution of this Agreement). The execution and delivery by ▇▇▇▇▇▇ each of Parent, BATUS and Merger Sub of this Agreement (includingAgreement, for the avoidance performance by it of doubt, Section 6.17 of the Company Disclosure Letter) its obligations hereunder and the consummation by ▇▇▇▇▇▇ and Merger Sub them of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been or will be duly authorized by all necessary corporate action on the part of Parent, BATUS or Sub, subject to receipt of the Parent Shareholder Approval and Merger Subthe Sub Shareholder Approval. Each of Parent Parent, BATUS and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution this Agreement constitutes a valid and delivery by binding obligation of the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar terms, except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously duly and unanimously adopted resolutions (i) determined thatresolving that this Agreement, on including the terms Plan of Merger, and subject to the conditions set forth in this Agreement (including, other applicable Transactions are advisable and will promote the success of Parent for the avoidance of doubt, Section 6.17 benefit of the Company Disclosure Letter)holders of Parent Ordinary Shares as a whole, (ii) approving and adopting this Agreement, including the Plan of Merger and the other applicable Transactions, and (iii) resolving to recommend without qualification that Parent’s shareholders approve this Agreement and the applicable Transactions (includingas a Class 1 transaction in accordance with the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules and the authorization for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities directors to allot and SpinCo Employees from issue Parent Ordinary Shares underlying the Parent Retained BusinessADSs constituting the Merger Consideration (the “Parent Recommendation”) which resolutions have not been subsequently rescinded, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are modified or withdrawn in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, any way except as permitted by Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder5.03. (c) The Merger Sub Board Board, acting by unanimous written consent in lieu of a meeting, duly and unanimously adopted resolutions (i) determined adopting this Agreement, the Plan of Merger and the other applicable Transactions, (ii) determining that the terms of the Merger and the other applicable Transactions are fair to and in the best interests of Sub and its sole shareholder, (iii) recommending that Sub’s sole shareholder approve and adopt the Plan of Merger and (iv) declaring that this Agreement and the Transactions Plan of Merger are fair toadvisable, and which resolutions have not been subsequently rescinded, modified or withdrawn in any way as of the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable date of this Agreement and the Transactions and (iii) recommended that ParentAgreement. BATUS, as the sole stockholder holder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent all of the sole stockholder issued and outstanding shares of Merger capital stock of Sub adopting as of the date of this Agreement and approving the MergerAgreement, which consent shall become effective will, immediately following the execution and delivery of this AgreementAgreement by each of the parties hereto, approve the Plan of Merger (the “Sub Shareholder Approval”). (d) The only vote of holders of Parent Ordinary Shares necessary to approve this Agreement and the Plan of Merger, the issuance of the Parent Ordinary Shares underlying the Parent ADSs constituting Merger Consideration and the Financing is (i) approval of this Agreement and the applicable Transactions as a Class 1 transaction by the holders of Parent Ordinary Shares and (ii) authorization for directors of Parent to allot and issue the Parent Ordinary Shares underlying the Parent ADSs constituting the Merger Consideration, in each case on a poll by the holders of not less than a majority of Parent Ordinary Shares, present in person or by proxy who are entitled to vote at the Parent Shareholders Meeting (the “Parent Shareholder Approval”).

Authority; Execution and Delivery; Enforceability. (a) The execution Company has all requisite corporate power and authority to execute and deliver the Transaction Agreements to which it is a party and to consummate the Transactions. The execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) of each Transaction Agreement to which it is a party and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject, in the case of the Merger, if required by Law, to receipt of the Company Stockholder Approval. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreementeach Transaction Agreement to which it is a party, and, assuming the due authorization, execution and delivery by of such Transaction Agreements on behalf of the Companyother parties thereto, this each Transaction Agreement to which it is a party constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as terms, subject to such enforceability may be potentially being limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws laws affecting the enforcement of general applicability relating to or affecting creditors’ rights, or by principles governing rights generally (the availability of equitable remedies, whether considered in a Proceeding at law or in equity“Bankruptcy and Equity Exception”). (b) The Parent Board of Directors of the Company (the “Company Board”), at a meeting duly called and heldheld at which all directors of the Company were present, unanimously duly and unanimously adopted resolutions (i) determined that, on the terms approving and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), declaring advisable this Agreement and the Transactions (including, for the avoidance of doubtother Transaction Agreements, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) Merger and the other Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and approving the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the other Transaction Agreements, (ii) determining that the terms of the Merger and the other Transactions are fair to, to and in the best interests of, Parent, Merger Sub’s sole stockholderof the Company and its stockholders, (iiiii) approved recommending that the Company’s stockholders adopt this Agreement and declared advisable give the Company Stockholder Approval (the “Company Board Recommendation”), (iv) rendering the limitations on business combinations contained in Section 203 of the DGCL inapplicable to the Merger, this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby, and (v) electing that the Merger not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement, which resolutions have not been rescinded, modified or withdrawn in any way. Such resolutions are sufficient to render inapplicable to Parent and Sub, and this Agreement and the Transactions other Transaction Agreements, the Merger and (iii) recommended that Parentthe other Transactions, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent restrictions on business combinations set forth in Section 203 of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this AgreementDGCL.

Authority; Execution and Delivery; Enforceability. (a) The execution adoption and delivery by ▇▇▇▇▇▇ Parent and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ Parent and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, Parent and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), that this Agreement and the Transactions (includingare fair to, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of interests of, Parent and Parent, its business and strategy and its shareholders, employees and other stakeholders ’s stockholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderAgreement. (c) No vote of holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the consummation by Parent and Merger Sub of the Merger and the other Transactions. (d) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) adopted this Agreement and approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt approve this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting approving this Agreement and approving the MergerTransactions, which consent shall become such approval to be effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the Company Stockholder Approval (as defined in Section 3.04(c)), to consummate the Merger. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for Merger and the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) other transactions expressly contemplated hereby have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject, in the case of the Merger, to receipt of the Company Stockholder Approval. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Parent Company Board, at a meeting duly called and held, unanimously upon the unanimous recommendation of the Special Committee, duly adopted resolutions (i) determined thatapproving and adopting this Agreement, on the terms Merger and subject to the conditions set forth in this Agreement (including, for other transactions expressly contemplated hereby and requiring the avoidance of doubt, Section 6.17 approval of the Company Disclosure Letter)Board, this Agreement and (ii) determining that the Transactions (including, for the avoidance of doubt, the separation terms of the SpinCo Business, SpinCo Assets, SpinCo Liabilities Merger are fair and SpinCo Employees from in the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities best interests of the Company and Parent Retained Employees) its stockholders and that the other transactions expressly contemplated hereby and requiring the approval of the Company Board are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 interests of the Company Disclosure Letterand its stockholders, (iii) recommending that the Company's stockholders adopt this Agreement and (iv) declaring that this Agreement is advisable. To the Transactions (includingCompany's knowledge, for no state takeover statute or similar statute or regulation applies or purports to apply to the avoidance of doubtCompany with respect to this Agreement, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderMerger or any other transaction expressly contemplated hereby. (c) The Merger Sub Board (i) determined that only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Transactions are fair to, and in Merger is the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable adoption of this Agreement by the holders of a majority of the outstanding Company Common Stock (the "Company Stockholder Approval"). The Company Stockholder Approval and the Transactions and Section 280G Approval (iiias defined in Section 6.01) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous may be obtained by written consent of the sole stockholder Company's stockholders under the Company Charter and the DGCL. Except for the Section 280G Approval, the affirmative vote of Merger Sub adopting this Agreement and approving the holders of Company Capital Stock, or any of them, is not necessary to consummate any transaction expressly contemplated hereby other than the Merger. The Company, which consent shall become effective immediately promptly following (but in no event more than one business day following) the execution and delivery of this Agreement and receipt of the Company Stockholder Approval (but in no event prior to OCR, as a stockholder of the Company, adopting this Agreement) shall deliver to Parent a certificate of the Secretary of the Company certifying that the Company Stockholder Approval has been obtained by written consent of the Company's stockholders.

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, and Merger Sub. Each of Parent and ▇M▇▇▇▇▇ Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other Transactions, subject, in the case of the Share Issuance, to the receipt of the Parent Stockholder Approval. The Parent Board has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of Parent was present, (i) approving and declaring advisable this Agreement, the Merger and the other Transactions, (ii) declaring that it is fair to, and in the best interests of, Parent and its stockholders that Parent enter into this Agreement and consummate the Merger and the other Transactions and (iii) issuing the Parent Recommendation and directing that the Share Issuance be submitted to Parent’s stockholders for approval at the Parent Stockholder Meeting. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub has adopted resolutions by unanimous vote (A) approving and declaring advisable this Agreement, the Merger and the other Transactions, (B) declaring that it is fair to, and in the best interests of, its sole stockholder that Merger Sub enter into this Agreement and consummate the Merger and the other Transactions and (C) recommending that the sole stockholder of Merger Sub adopt this Agreement. Except for (1) the filing of the Certificate of Merger, (2) the adoption of this Agreement by Parent, as the sole stockholder of Merger Sub, in accordance with the Parent Charter and the DGCL and (3) solely in the case of the Share Issuance, the approval of the Share Issuance by the affirmative vote of the holders of a majority of the voting power of the shares of Parent Capital Stock represented in person or by proxy at the Parent Stockholder Meeting, as required by Nasdaq Listing Rule 5635 (the “Parent Stockholder Approval”), no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger or the other Transactions. Each of Parent and Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (terms, except insofar as that such enforceability (x) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar Laws of general applicability application affecting or relating to or affecting the enforcement of creditors’ rights, or by rights generally and (y) is subject to general principles governing the availability of equitable remediesequity, whether considered in a Proceeding proceeding at law or in equityequity (the “Bankruptcy and Equity Exception”). (b) The None of Section 203 of the DGCL nor any other “business combination”, “control share acquisition”, “fair price”, “moratorium”, “interested stockholder” or other anti-takeover Laws (each, a “Takeover Law”) applies to Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject or Merger Sub with respect to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve Transaction Agreements or the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Parent has all requisite corporate power and authority and Sub has all requisite limited liability company power and authority to execute and deliver each Transaction Agreement to which it is a party and to consummate the Transactions. The execution and delivery by ▇▇▇▇▇▇ each of Parent and Merger Sub of this each Transaction Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) to which it is a party and the consummation by ▇▇▇▇▇▇ and Merger Sub it of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent and limited liability company action on the part of Sub, subject in the case of Parent, to receipt of the Parent Stockholder Approval (as defined in Section 4.04(c)) and Merger the filing with the Secretary of State of the State of Delaware of the Charter Amendment. Parent, as the sole member of Sub, has approved this Agreement and the Merger. Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreementeach Transaction Agreement to which it is a party, and, assuming due authorization, execution and delivery by the Company, this each Transaction Agreement to which it is a party constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Board of Directors of Parent (the "Parent Board"), at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the other Transaction Agreements, the Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of Parent and its stockholders and (iii) recommending that Parent's stockholders approve the Merger and the other Transactions. Such resolutions are sufficient to render inapplicable to this Agreement, the Transactions, the other Transaction Agreements and the transactions contemplated thereby the provisions of Section 203 of the DGCL. No state takeover statute or similar statute or regulation applies or purports to apply to Parent with respect to this Agreement and other Transaction Agreements, the Merger or any other Transaction. (c) The only vote of holders of any class or series of Parent Capital Stock necessary to approve this Agreement, the Merger and the other Transactions is the approval and adoption by the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote generally in the election of directors (the "Parent Stockholder Approval"); provided, however, that the Parent may not consummate the Merger if the holders of 20% or more in interest of the IPO Shares shall have demanded that Parent convert their IPO Shares into cash pursuant to Article Fifth, paragraph B of the Parent Charter and/or Section 8.8 of the Underwriting Agreement dated as of August 25, 2003, between Parent and EarlyBirdCapital, Inc. (the "Underwriting Agreement"). The affirmative vote of the holders of Parent Common Stock, or any of them, is not necessary to approve any Transaction Agreement other than this Agreement or consummate any transaction other than the Transactions. The affirmative vote of the holders of the Parent Warrants is not necessary to approve any Transaction Agreement or any Transaction. (d) The execution and delivery by Parent of this Agreement and the other Transaction Agreements, and subject to the receipt of the Parent Stockholder Approval, the consummation by Parent of the Merger and the other Transactions, are in compliance with the terms of Article Fifth, paragraph B of the Parent Charter and Sections 8.8 and 8.10 of the Underwriting Agreement. The Parent Board, at a meeting duly called and heldheld duly and, unanimously (i) unanimously adopted resolutions stating that the Parent Board has independently determined that, on as of the terms and subject to date of this Agreement, the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 fair market value of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance including USPGI) is at least 80% of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest net assets of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, in accordance with Section 6.17 8.10 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Underwriting Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has full power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and to consummate the Transactions. The execution and delivery by ▇▇▇▇▇▇ each of Parent and Merger Sub of this Agreement (includingAgreement, for the avoidance performance and compliance by Parent with each of doubt, Section 6.17 of the Company Disclosure Letter) its obligations herein and the consummation by ▇▇▇▇▇▇ and Merger Sub it of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, Parent and Merger Sub. Parent, as sole stockholder of Merger Sub, has adopted this Agreement. Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar terms, subject to the Equitable Exceptions. The representations and warranties set forth in this Section 4.02(a) shall apply mutatis mutandis with respect to the Second Amended and Restated Agreement and, solely with respect to the Second Amended and Restated Agreement, are made as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability Execution Date and as of equitable remedies, whether considered in a Proceeding at law or in equity)the Closing Date. (b) The Parent Boardboard of directors of Parent, at a meeting duly called and held, unanimously by resolutions duly adopted, has unanimously (i) approved this Agreement, the Merger and the other Transactions and (ii) determined that, on that the terms of the Merger and subject the other Transactions are fair to and in the conditions best interests of Parent and its stockholders. The board of directors of Merger Sub, at a meeting duly called and duly held, by resolutions duly adopted, has unanimously (i) approved this Agreement, the Merger and the other Transactions, (ii) determined that the terms of the Merger and the other Transactions are fair to and in the best interests of Merger Sub and Parent, (iii) recommended that Parent adopt this Agreement and (iv) declared that this Agreement is advisable. The representations and warranties set forth in this Section 4.02(b) shall apply mutatis mutandis with respect to the Second Amended and Restated Agreement (includingand, for solely with respect to the avoidance of doubtSecond Amended and Restated Agreement, Section 6.17 are made as of the Company Disclosure Letter), this Agreement Execution Date and the Transactions (including, for the avoidance of doubt, the separation as of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderClosing Date. (c) The Merger Sub Board (i) determined that affirmative vote of the holders of the capital stock of Parent, or any of them, is not necessary to approve this Agreement or consummate any Transaction. The representations and warranties set forth in this Section 4.02(c) shall apply mutatis mutandis with respect to the Transactions Second Amended and Restated Agreement and, solely with respect to the Second Amended and Restated Agreement, are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, made as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder Execution Date and as of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this AgreementClosing Date.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement (the “Transactions”). The execution and delivery by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject, in the case of the Merger, to receipt of the Company Stockholder Approval. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability similar laws relating to or affecting creditors’ rights, or by rights and general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, unanimously duly adopted resolutions (i) determined thatapproving this Agreement, on the Merger and the Transactions, (ii) determining that the terms of the Merger and subject the Transactions are fair to and in the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 best interests of the Company Disclosure Letter)and its stockholders, (iii) recommending that the Company’s stockholders adopt this Agreement and (iv) declaring that this Agreement is advisable. Such resolutions are sufficient to render inapplicable to Parent and Merger Sub and this Agreement and the Transactions (includingthe provisions of Section 203 of the DGCL. To the Company’s Knowledge, for no other Company Charter or Company By-law provisions, state takeover statute or similar statute or regulation applies or purports to apply to the avoidance of doubtCompany with respect to this Agreement, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and Merger or any other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderTransaction. (c) The only vote of holders of any class or series of Company Common Stock necessary to approve and adopt this Agreement, the Merger Sub Board (i) determined that and any other Transaction is the adoption of this Agreement and by the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder holders of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent majority of the sole stockholder of Merger Sub adopting this Agreement and approving outstanding Company Common Stock (the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement“Company Stockholder Approval”).

Authority; Execution and Delivery; Enforceability. (a) a. Each of Parent and Merger Sub has full power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and to consummate the Transactions. The execution and delivery by ▇▇▇▇▇▇ each of Parent and Merger Sub of this Agreement (includingAgreement, for the avoidance performance and compliance by Parent with each of doubt, Section 6.17 of the Company Disclosure Letter) its obligations herein and the consummation by ▇▇▇▇▇▇ and Merger Sub it of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, Parent and Merger Sub. Parent, as sole stockholder of Merger Sub, has adopted this Agreement. Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcyterms, insolvency, reorganization, moratorium or other Laws of general applicability relating subject to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)Equitable Exceptions. (b) b. The Parent Boardboard of directors of Parent, at a meeting duly called and held, unanimously by resolutions duly adopted, has unanimously (i) determined thatapproved this Agreement, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement Merger and the other Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for determined that the avoidance of doubt, Section 6.17 terms of the Company Disclosure Letter) Merger and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the other Transactions are fair to, to and in the best interests of, Parent, of Parent and its stockholders. The board of directors of Merger Sub’s sole stockholder, at a meeting duly called and duly held, by resolutions duly adopted, has unanimously (i) approved this Agreement, the Merger and the other Transactions, (ii) approved and declared advisable this Agreement determined that the terms of the Merger and the other Transactions are fair to and in the best interests of Merger Sub and Parent, (iii) recommended that Parent, as the sole stockholder of Merger Sub, Parent adopt this Agreement and approve (iv) declared that this Agreement is advisable. c. The affirmative vote of the Transactions. holders of the capital stock of Parent, as the sole stockholder or any of Merger Subthem, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting is not necessary to approve this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreementor consummate any Transaction.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Newco has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery by ▇▇▇▇▇▇ each of Parent and Merger Sub Newco of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub it of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent and Newco, subject (i) in the case of the Merger and the Share Issuance, to receipt of the Parent Shareholder Approval (as defined in Section 4.04(c)) and (ii) adoption by Parent, and Merger Subas sole shareholder of Newco, of this Agreement. Each of Parent and ▇▇▇▇▇▇ Sub Newco has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Board of Directors of Parent (the "Parent Board"), at a meeting duly called and held, unanimously duly and unanimously adopted resolutions (i) determined thatapproving this Agreement, on the Merger, the Share Issuance and the other Transactions, (ii) determining that the terms of the Merger, the Share Issuance and subject the other Transactions are fair to and in the conditions set forth in best interests of Parent and its shareholders and (iii) directing that this Agreement (including, for the avoidance be submitted to a vote of doubt, Section 6.17 of the Company Disclosure Letter), Parent's shareholders and recommending that they adopt this Agreement and approve the Transactions (including, for the avoidance of doubtShare Issuance. Such resolutions are sufficient to render inapplicable to this Agreement, the separation Merger, the Share Issuance and the other Transactions, to the extent otherwise applicable, the provisions of Subchapters D (Section 2538), E, F, G, H, I and J of Chapter 25 of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders PBCL and (ii) approved the provisions of Sections 508 and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 509 of the Company Disclosure Letter) and the Transactions (includingParent Charter. To Parent's knowledge, for the avoidance of doubtno other state takeover statute or similar statute or regulation applies or purports to apply to Parent or Newco with respect to this Agreement, the separation of Merger, the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderShare Issuance or any other Transaction. (c) The Merger Sub Board (i) determined that this Agreement only vote of holders of any class or series of Parent securities necessary to approve and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. ParentAgreement, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution Share Issuance and delivery the other Transactions is the adoption of this AgreementAgreement by the affirmative vote of a majority of the votes cast by all holders of Parent Common Stock entitled to vote (collectively, the "Parent Shareholder Approval"). The affirmative vote of the holders of Parent Capital Stock, or any of them, is not necessary to consummate any Transaction other than the Share Issuance and the Merger.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the Parent Stockholder Approval, to consummate the Merger and the other Transactions to be performed or consummated by Parent and Merger Sub in accordance with the terms of this Agreement. The execution and delivery by ▇▇▇▇▇▇ Parent and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ Parent and Merger Sub of the Merger and the other Transactions (including, for to be performed or consummated by Parent and Merger Sub in accordance with the avoidance terms of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) this Agreement have been duly authorized by all necessary corporate action on the part of Parent, Parent and Merger Sub, subject, in the case of the Merger, to receipt of Parent Stockholder Approval. Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it each in accordance with its terms (terms, except insofar as such enforceability that enforcement hereof may be subject to or limited by (i) bankruptcy, insolvency, reorganization, moratorium insolvency or other Laws similar laws, now or hereafter in effect, affecting its creditors’ rights generally and (ii) the affect of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, equity (regardless of whether enforceability is considered in a Proceeding proceeding at law or in equity). (b) The Board of Directors of Parent (the “Parent Board”), at a meeting duly called and held, unanimously duly and unanimously adopted resolutions (which resolutions have not been rescinded or modified) (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), approving this Agreement and approving the Merger and the other Transactions to be performed or consummated by Parent in accordance with the terms of this Agreement, (including, for ii) determining that the avoidance of doubt, the separation terms of the SpinCo Business, SpinCo Assets, SpinCo Liabilities Merger and SpinCo Employees from the other Transactions to be performed or consummated by Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities in accordance with the terms of this Agreement are advisable and Parent Retained Employees) are fair to and in the best interest interests of Parent, its business and strategy Parent and its shareholdersstockholders, employees and other stakeholders (iii) directing that this Agreement be submitted to a vote at Parent Stockholders Meeting and (iiiv) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of recommending that Parent’s obligations thereunderstockholders approve this Agreement. (c) The Merger Sub Board only vote of holders of any class or series of the capital stock of Parent necessary to approve the Share Issuance is the approval of a majority of the votes cast by the holders of shares of Parent Common Stock in accordance with the requirements of the New York Stock Exchange, provided that the total vote cast on the proposal represents over 50% in interest of all securities entitled to vote on the proposal (i) determined that the “Parent Stockholder Approval”). The affirmative vote of the holders of Parent Common Stock, or any of them, is not necessary to consummate any Transaction to be performed or consummated by Parent in accordance with the terms of this Agreement and other than the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this AgreementShare Issuance.

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ Each of Parent and Merger Sub has all requisite organizational power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Merger and the other transactions contemplated by this Agreement. The general partner of Parent has adopted resolutions (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its equityholders. Such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement; (ii) determining that the terms of this Agreement are in the best interests of Merger Sub and the sole shareholder of Merger Sub; (iii) declaring this Agreement advisable; and (iv) recommending that the sole shareholder of Merger Sub adopt this Agreement and directing that this Agreement be submitted to the sole shareholder of Merger Sub for adoption. Such resolutions have not been amended or withdrawn. The sole shareholder of Merger Sub has adopted and approved this Agreement. No other proceedings (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letterany shareholder approval) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of ParentParent or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Articles of Merger Subas required by the FBCA). Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Merger and the other Transactions to be performed or consummated by the Company. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Merger and the other Transactions (including, for to be performed or consummated by the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) Company have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject, in the case of the Merger, to receipt of the Company Stockholder Approval. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other Laws and similar laws of general applicability relating to or affecting creditors’ ' rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)and to general equity principles. (b) The Parent BoardBoard of Directors of the Company (the "COMPANY BOARD"), at a meeting duly called and held, unanimously duly adopted resolutions (i) determined thatapproving this Agreement, on the Merger and the other Transactions to be performed or consummated by the Company, (ii) determining that the terms of the Merger and subject the other Transactions to be performed or consummated by the conditions Company are fair to and in the best interests of the Company and its stockholders, (iii) directing that this Agreement be submitted to a vote at the Company Stockholders Meeting, (iv) recommending that the Company's stockholders adopt this Agreement and (v) declaring the advisability of this Agreement. Assuming that the representation set forth in this Agreement (includingthe second sentence of Section 4.02(c) is true and correct, for the avoidance of doubt, Section 6.17 such resolutions of the Company Disclosure Letter)Board are sufficient to render inapplicable to Parent and Sub and this Agreement, this Agreement the Merger and the other Transactions (including, for i) the avoidance of doubt, the separation restrictions on "business combinations" contained in Section 203 of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders DGCL and (ii) approved and declared advisable this Agreement (including, for the avoidance provisions of doubt, Section 6.17 Article Eleventh of the Company Disclosure Letter) and Charter. To the Transactions (includingCompany's knowledge, for no other state takeover statute or similar statute or regulation applies or purports to apply to the avoidance of doubtCompany with respect to this Agreement, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderMerger or any other Transaction. (c) The Merger Sub Board (iAssuming that the representation set forth in the second sentence of Section 4.02(c) determined that is true and correct, the only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Transactions are fair to, and in Merger is the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable adoption of this Agreement and by the Transactions and (iii) recommended that Parent, as the sole stockholder holders of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent majority of the sole stockholder outstanding shares of Merger Sub adopting this Agreement and approving Company Common Stock entitled to vote thereon (the "COMPANY STOCKHOLDER APPROVAL"). The affirmative vote of the holders of Company Capital Stock, or any of them, is not necessary to consummate any Transaction other than the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parentthe Company and such authorization satisfies Section 310(a)(2) of the California Code, and Merger Subno other corporate actions on the part of the Company are necessary to authorize this Agreement, subject, in the case of the Merger, to receipt of the Stockholder Approval. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the CompanyParent and Merger Sub, this Agreement constitutes its the Company’s legal, valid and binding obligation, enforceable against it in accordance with its terms (terms, except insofar as that such enforceability may be (i) limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other Laws similar laws of general applicability application relating to or affecting creditors’ rights, or by rights generally and (ii) subject to general equitable principles governing the availability of equitable remedies, (whether considered in a Proceeding proceeding in equity or at law or in equitylaw). (b) The Parent Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, unanimously acting upon the recommendation of the Special Committee, has, by unanimous vote of all directors (other than the Rollover Directors, who abstained) duly adopted resolutions (which resolutions have not been rescinded or modified) (i) determined that, on the terms approving and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), declaring advisable this Agreement and the Transactions Merger, (including, for ii) determining that the avoidance of doubt, the separation terms of the SpinCo Business, SpinCo Assets, SpinCo Liabilities Merger are fair to and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest interests of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 stockholders of the Company Disclosure Letter(other than the Rollover Investors and Parent and its affiliates to the extent that any of them own shares of Company Common Stock), and just and reasonable as to the Company, and (iii) subject to Section 5.04(b) and 5.04(c), resolving to recommend that the Transactions (including, for the avoidance of doubt, the separation holders of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from Company Common Stock approve the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) principal terms of this Agreement and the execution, delivery and performance Agreement of Parent’s obligations thereunderMerger. (c) The Assuming the accuracy of the representations and warranties of Parent and Merger Sub Board (i) determined that set forth in Sections 4.08 and 4.10, the only vote of holders of Company capital stock required pursuant to the California Code to approve the principal terms of this Agreement and the Transactions are Merger is the affirmative vote by the holders of a majority of the outstanding shares of Company Common Stock (the “Stockholder Approval”). (d) No “control share acquisition,” “fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable price,” “moratorium” or other state restriction on business combinations statute or similar Law is applicable to this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving or the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ Each of Parent, HHC and Merger Sub has all requisite corporate or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Merger and the other transactions contemplated by this Agreement. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The HHC Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement; (ii) determining that the terms of this Agreement are in the best interests of HHC and Parent, as its sole stockholder; (iii) declaring this Agreement advisable; and (iv) recommending that Parent, as sole stockholder of HHC, adopt this Agreement and directing that this Agreement be submitted to Parent, as sole stockholder of HHC, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement; (ii) determining that the terms of this Agreement are in the best interests of Merger Sub and HHC, as its sole stockholder; (iii) declaring this Agreement advisable; and (iv) recommending that HHC, as sole stockholder of Merger Sub, adopt this Agreement and directing that this Agreement be submitted to HHC, as sole stockholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole stockholder of HHC, and HHC, as sole stockholder of Merger Sub, have adopted and approved this Agreement. No other corporate proceedings (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letterany stockholder approval) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, HHC or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger Subin accordance with the relevant provisions of the DGCL). Each of Parent Parent, HHC and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. Seller and the other applicable Seller Entities have all requisite power and authority to execute, deliver and perform their obligations under this Agreement and the other Transaction Documents (aother than the Local Transfer Agreements) to which Seller and the other applicable Seller Entities are or, as of the Closing, will be a party and to consummate the Transactions and the transactions contemplated by the other Transaction Documents (other than the Local Transfer Agreements). The execution execution, delivery and delivery performance by ▇▇▇▇▇▇ and Merger Sub Seller of this Agreement (including, for the avoidance of doubt, Section 6.17 and by Seller or any other applicable Seller Entities of the Company Disclosure Letterother Transaction Documents (other than the Local Transfer Agreements) to which Seller and such other applicable Seller Entities are or, as of the Closing, will be a party and the consummation by ▇▇▇▇▇▇ Seller and Merger Sub the Seller Entities of the Transactions (including, for and the avoidance of doubt, transactions contemplated by the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) other Transaction Documents have been duly authorized by all necessary corporate or other action on of Seller and the part of Parent, Seller Entities. Seller and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Sub has the other 42 applicable Seller Entities have duly executed and delivered this AgreementAgreement and the other Transaction Documents (other than the Local Transfer Agreements) to which Seller and the other applicable Seller Entities are party (or, andin the case of any Transaction Document to which Seller and the other applicable Seller Entities will, as of the Closing, become a party, Seller will, as of the Closing have duly executed and delivered such other Transaction Documents (other than the Local Transfer Agreements)), and assuming due authorization, execution and delivery by the CompanyPurchaser, this Agreement and the other Transaction Documents to which Seller is or will, as of the Closing, be a party constitutes its legalor, in the case of any Transaction Document (other than the Local Transfer Agreements) to be executed at the Closing, will constitute a valid and binding obligation, enforceable against it Seller and the other applicable Seller Entities in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or other preferential transfers, or similar Laws of general applicability relating to or affecting creditors’ rightsrights generally and subject, or by as to enforceability, to the effect of general principles governing the availability of equitable remedies, equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law or in equitylaw) (collectively, the “Enforceability Exceptions”). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Parent has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery and performance by ▇▇▇▇▇▇ and Merger Sub Parent of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub it of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, subject, in the case of the Share Capital Increase and Merger Subthe Share Issuance, to receipt of the Parent Shareholder Approval, the Commercial Register Entry and Section 6.14. Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its the legal, valid and binding obligationobligation of Parent, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Each of the Parent Supervisory Board and the Parent Executive Board, at a meeting duly called and held, unanimously (i) determined thatduly adopted resolutions approving this Agreement, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement Merger and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderTransactions. (c) The Merger Sub Board Share Capital Increase requires that (i) determined that this Agreement and the Transactions are fair toshareholders of Parent shall have approved the amendment to the Parent Charter authorizing the Parent Executive Board to increase the stated share capital (Grundkapital) of Parent against contribution-in-kind, and to exclude the statutory pre-emptive rights of the shareholders of Parent in connection therewith, by issuing new Parent Ordinary Shares for the best interests ofpurpose of acquiring companies in exchange for such newly issued Parent Ordinary Shares (Schaffung Genehmigten Kapitals, Parent"Authorized Share Capital") (such amendment, Merger Sub’s sole stockholderthe "Charter Amendment"), (ii) approved and declared advisable this Agreement and the Transactions and Charter Amendment shall have been registered with the Commercial Register (such registration, the "Commercial Register Entry"), (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve Parent Executive Board shall have resolved with the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent approval of the sole stockholder Parent Supervisory Board to issue new Parent Ordinary Shares using authorized share capital for the benefit of Merger Sub adopting this Agreement former holders of shares of Company Common Stock by contribution-in-kind and approving (iv) the Mergerimplementation of the Share Capital Increase shall have been registered with the Commercial Register. (d) The only vote of any class or series of Parent Ordinary Shares necessary for the consummation of the Transactions is the approval of the Charter Amendment by the holders of more than 75% of the Parent Ordinary Shares present and voting (the "Parent Shareholder Approval"). The affirmative vote of the holders of Parent Ordinary Shares, which consent shall become effective immediately following or any of them, is not necessary to consummate any Transaction other than the execution and delivery of this AgreementCharter Amendment.

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability JHQHUDO DSSOLFDELOLW\ UHODWLQJ WR RU DIIHFWLQJ of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder.DQG SHUIRUPDQFH RI 3DUHQW¶V REOLJDWLRQV WKHUHXQ (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved 7UDQVDFWLRQV DUH IDLU WR DQG LQ WKH EHVW LQWH and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all requisite power and authority to execute and deliver this Agreement, to perform its covenants and agreements hereunder and to consummate the Merger. The board of directors of Parent has adopted resolutions (a) The execution determining that it is in the best interests of Parent and its stockholders, and declaring it advisable, for Parent to enter into this Agreement and (b) adopting this Agreement and approving Parent's execution, delivery by ▇▇▇▇▇▇ and Merger Sub performance of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation of the transactions contemplated by ▇▇▇▇▇▇ and this Agreement. Such resolutions have not been amended or withdrawn as of the date of this Agreement. The board of directors of Merger Sub has adopted resolutions (i) determining that it is in the best interests of Merger Sub and its stockholder, and declaring it advisable, for Merger Sub to enter into this Agreement, (ii) adopting this Agreement and approving Merger Sub's execution, delivery and performance of this Agreement and the consummation of the Transactions transactions contemplated by this Agreement and (includingiii) resolving to recommend that Parent, for in its capacity as the avoidance sole stockholder of doubtMerger Sub, approve this Agreement. The board of directors of Parent has concurrently with the separation execution of this Agreement adopted resolutions authorizing Parent to approve this Agreement in its capacity as the sole stockholder of Merger Sub. Such resolutions and written consent have not been amended or withdrawn as of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary date of this Agreement. No other corporate action proceedings on the part of ParentParent or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger. Parent and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Sub has have duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its the legal, valid and binding obligationobligation of each of Parent and Merger Sub, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcyterms, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered subject in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject all respects to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement Bankruptcy and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderEquity Exceptions. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for Merger and the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject, in the case of the Merger, to receipt of the Company Shareholder Approval (as defined in Section 3.04(c)). Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery of this Agreement by the CompanyParent and Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Parent BoardBoard of Directors of the Company (the "COMPANY BOARD"), at a meeting duly called and held, unanimously duly and unanimously (by all members present) adopted resolutions (i) determined thatapproving this Agreement, on the Merger and the other transactions contemplated by this Agreement, (ii) determining that the terms of the Merger are fair to and in the best interests of the Company and its shareholders and (iii) subject to the conditions set forth terms of this Agreement, recommending that the Company's shareholders approve this Agreement. Such resolutions are the only resolutions necessary in order for the Merger and the other transactions contemplated by this Agreement (including, for the avoidance of doubt, Section 6.17 to comply with Article Eight of the Company Disclosure Letter)Charter. In addition, the Company Board has taken all action necessary to render (A) Section 351.407 of the MG&BCL and (B) Section 351.459 of the MG&BCL inapplicable to this Agreement Agreement, the Merger and the Transactions (includingother transactions contemplated by this Agreement, for and to Parent and Sub to the avoidance extent of doubtthis Agreement, the separation of Merger and the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the other transactions contemplated by this Agreement. Assuming that Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholdersaffiliates do not own any shares of Company Common Stock or capital stock of any Company Subsidiaries, employees and no other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of Missouri or New York state takeover statute or similar statute or regulation 16 12 applies to the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubtwith respect to this Agreement, the separation of Merger or the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderother transactions contemplated by this Agreement. (c) The Merger Sub Board (i) determined that only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Transactions are fair to, and in Merger is the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable approval of this Agreement and by the Transactions and (iii) recommended that Parent, as the sole stockholder holders of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent two-thirds or more of the sole stockholder outstanding shares of Merger Sub adopting this Agreement and approving Company Common Stock (the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement"COMPANY SHAREHOLDER APPROVAL").

Authority; Execution and Delivery; Enforceability. (a) Each of Parent, BATUS and Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions, subject to receipt of the Parent Shareholder Approval and the Sub Shareholder Approval (which Sub Shareholder Approval shall be obtained promptly after the execution of this Agreement). The execution and delivery by ▇▇▇▇▇▇ each of Parent, BATUS and Merger Sub of this Agreement (includingAgreement, for the avoidance performance by it of doubt, Section 6.17 of the Company Disclosure Letter) its obligations hereunder and the consummation by ▇▇▇▇▇▇ and Merger Sub them of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been or will be duly authorized by all necessary corporate action on the part of Parent, BATUS or Sub, subject to receipt of the Parent Shareholder Approval and Merger Subthe Sub Shareholder Approval. Each of Parent Parent, BATUS and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution this Agreement constitutes a valid and delivery by binding obligation of the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar terms, except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously duly and unanimously adopted resolutions (i) determined thatresolving that this Agreement, on including the terms Plan of Merger, and subject to the conditions set forth in this Agreement (including, other applicable Transactions are advisable and will promote the success of Parent for the avoidance of doubt, Section 6.17 benefit of the Company Disclosure Letter)holders of Parent Ordinary Shares as a whole, (ii) approving and adopting this Agreement, including the Plan of Merger and the other applicable Transactions, and (iii) resolving to recommend without qualification that Parent’s shareholders approve this Agreement and the applicable Transactions (includingas a Class 1 transaction in accordance with the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules and the authorization for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities directors to allot and SpinCo Employees from issue Parent Ordinary Shares underlying the Parent Retained BusinessADSs constituting the Merger Consideration (the “Parent Recommendation”) which resolutions have not been subsequently rescinded, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are modified or withdrawn in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, any way except as permitted by Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder.5.03. 28 (c) The Merger Sub Board Board, acting by unanimous written consent in lieu of a meeting, duly and unanimously adopted resolutions (i) determined adopting this Agreement, the Plan of Merger and the other applicable Transactions, (ii) determining that the terms of the Merger and the other applicable Transactions are fair to and in the best interests of Sub and its sole shareholder, (iii) recommending that Sub’s sole shareholder approve and adopt the Plan of Merger and (iv) declaring that this Agreement and the Transactions Plan of Merger are fair toadvisable, and which resolutions have not been subsequently rescinded, modified or withdrawn in any way as of the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable date of this Agreement and the Transactions and (iii) recommended that ParentAgreement. BATUS, as the sole stockholder holder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent all of the sole stockholder issued and outstanding shares of Merger capital stock of Sub adopting as of the date of this Agreement and approving the MergerAgreement, which consent shall become effective will, immediately following the execution and delivery of this AgreementAgreement by each of the parties hereto, approve the Plan of Merger (the “Sub Shareholder Approval”). (d) The only vote of holders of Parent Ordinary Shares necessary to approve this Agreement and the Plan of Merger, the issuance of the Parent Ordinary Shares underlying the Parent ADSs constituting Merger Consideration and the Financing is (i) approval of this Agreement and the applicable Transactions as a Class 1 transaction by the holders of Parent Ordinary Shares and (ii) authorization for directors of Parent to allot and issue the Parent Ordinary Shares underlying the Parent ADSs constituting the Merger Consideration, in each case on a poll by the holders of not less than a majority of Parent Ordinary Shares, present in person or by proxy who are entitled to vote at the Parent Shareholders Meeting (the “Parent Shareholder Approval”).

Authority; Execution and Delivery; Enforceability. (a) The execution Each of Trident, Parent, Trident Merger Sub and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Sub have all requisite corporate power and authority to execute and deliver this Agreement, to perform their obligations hereunder and to consummate the Mergers and the transactions contemplated by this Agreement, subject to the receipt of the Trident Stockholder Approval. The Trident Board at a meeting duly called and held in compliance with the requirements of the DGCL and the Trident Certificate of Incorporation and the bylaws of Trident, has adopted resolutions, by unanimous vote of all directors (i) approving the execution, delivery and performance of this Agreement and the consummation of the Mergers upon the terms and subject to the conditions contained herein; (ii) determining that this Agreement and the transactions contemplated hereby, including the Mergers and the issuance of the Stock Consideration, are advisable, fair to and in the best interests of Trident and its stockholders; (iii) recommending that Trident’s stockholders vote in favor of the adoption of this Agreement and directing that such adoption be submitted to Trident’s stockholders at the Trident Stockholders’ Meeting; and (iv) approving the filing of the Registration Statement. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for the Trident Stockholder Approval, no other corporate proceedings on the part of Trident are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Mergers and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL and the Israeli Companies Law). Each of Trident, Parent, Trident Merger Sub and ▇▇▇ ▇▇▇▇▇▇ Sub have duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the CompanySun, this Agreement constitutes its their legal, valid and binding obligation, enforceable against it them in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Parent Board, at affirmative vote of the holders of a meeting duly called and held, unanimously (i) determined that, on majority of the terms and subject to outstanding shares of Trident Common Stock as of the conditions set forth in this Agreement (including, record date for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and Trident Stockholders’ Meeting approving the Merger, which consent shall become effective immediately following the execution and delivery adoption of this Agreement, the Mergers, the issuance of the shares of Parent Common Stock issuable upon the consummation of the Mergers and the consummation of the other transactions contemplated hereby (the “Trident Stockholder Approval”), is the only vote of the holders of any class or series of Trident’s Capital Stock necessary to approve and adopt this Agreement, the Mergers and the consummation of the other transactions contemplated hereby.

Authority; Execution and Delivery; Enforceability. (a) The execution Each of Parent and delivery by ▇▇▇▇▇▇ Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Merger Sub and the other transactions contemplated by this Agreement. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its shareholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement; (ii) determining that the terms of this Agreement are in the best interests of Merger Sub and Parent, as its sole shareholder; (iii) declaring this Agreement advisable; and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted and approved this Agreement. No other corporate proceedings (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letterany shareholder approval) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of ParentParent or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger Subin accordance with the relevant provisions of the CBCA). Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the Company Stockholder Approval (as defined in Section 3.04(c)) with respect to the Merger if required by Law (as defined in Section 3.05(a)), to consummate the transactions contemplated hereby. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject, in the case of the Merger, to receipt of the Company Stockholder Approval. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligationobligation (subject to the Company Stockholder Approval with respect to the Merger if required by Law), enforceable against it in accordance with its terms (terms, except insofar as such to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other Laws similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, or ' rights and by the effect of the principles governing the availability of equitable remedies, equity (regardless of whether enforceability is considered in a Proceeding proceeding in equity or at law or in equitylaw). (b) The Parent Each of the Board of Directors of Company (the "Company Board") and the Special Committee, in each case at a meeting duly called and held, unanimously duly and unanimously adopted votes (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), approving this Agreement and the Transactions Merger, (including, for the avoidance of doubt, the separation ii) determining that as of the SpinCo Business, SpinCo Assets, SpinCo Liabilities date of this Agreement the terms of the Merger are fair to and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest interests of Parent, its business and strategy Company and its shareholdersstockholders, employees and other stakeholders and (iiiii) approved and declared advisable as of the date of this Agreement (including, for recommending that Company's stockholders approve this Agreement. Such votes are sufficient to render inapplicable to Parent and Sub and this Agreement and the avoidance transactions contemplated hereby the provisions of doubt, Section 6.17 Chapter 110C of the Company Disclosure Letter) and BCL (assuming the Transactions (including, for requirement that the avoidance of doubt, the separation terms of the SpinCo BusinessMerger be furnished to shareholders is satisfied). No other Massachusetts takeover statute or similar statute or regulation, SpinCo Assetsand to the Company's Knowledge no takeover statute or similar statute or regulation of any other state, SpinCo Liabilities and SpinCo Employees from applies or purports to apply to Company with respect to this Agreement or the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereundertransactions contemplated hereby. (c) The Merger Sub Board (i) determined that only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Transactions are fair to, and in Merger is the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable approval of this Agreement and by the Transactions and (iii) recommended that Parent, as the sole stockholder holders of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent not less than seventy-five percent of the sole stockholder of Merger Sub adopting this Agreement and approving outstanding Company Common Stock (the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement"Company Stockholder Approval").

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by Pare▇▇▇▇ ▇▇▇ and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by Pare▇▇▇▇ ▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, and Merger Sub. Each of Parent and Merg▇▇▇▇ ▇▇▇ Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other Transactions, subject, in the case of the Merger, to the receipt of the Company Stockholder Approval. The Company Board has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of the Company was present, (i) approving and declaring advisable this Agreement, the Merger and the other Transactions, (ii) declaring that it is fair to, and in the best interests of, the Company and its stockholders that the Company enter into this Agreement and consummate the Merger and the other Transactions and (iii) issuing the Company Recommendation and directing that this Agreement be submitted to the Company’s stockholders for adoption at the Company Stockholder Meeting. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for (A) the filing of the Certificate of Merger and (B) the adoption of this Agreement by the stockholders of the Company in accordance with the Company Charter and the DGCL (the “Company Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger or the other Transactions. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcyterms, insolvency, reorganization, moratorium or other Laws of general applicability relating subject to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)Bankruptcy and Equity Exception. (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject The Company Board has adopted such resolutions as are necessary to render inapplicable to the conditions Transaction Agreements and the Transactions the restrictions on “business combinations” (as defined in Section 203 of the DGCL) as set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 203 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders DGCL and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of no other Takeover Law applies to the Company Disclosure Letter) and with respect to the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve Transaction Agreements or the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Merger and the other Transactions. The execution and delivery by ▇▇▇▇▇▇ each of Parent and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub it of the Merger and the other Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent and Sub. Parent, and Merger as sole stockholder of Sub, has approved this Agreement. Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Board of Directors of Parent (the “Parent Board”), at a meeting duly called and held, duly [and unanimously ] adopted resolutions (i) determined thatapproving this Agreement, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement Merger and the Transactions (includingShare Issuance, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for directing that the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from Share Issuance be submitted to a vote at the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities Stockholders Meeting and Parent Retained Employees(iii) and the execution, delivery and performance of recommending that Parent’s obligations thereunderstockholders approve the Share Issuance. (c) The Merger Sub Board only vote of holders of any class or series of capital stock of Parent necessary to approve the Share Issuance is the approval by the holders of a majority of the stockholders of Parent present and voting, in accordance with the requirements of the NYSE (i) determined that this Agreement and the Transactions are fair to, and in “Parent Stockholder Approval”). The affirmative vote of the best interests of, holders of capital stock of Parent, Merger Sub’s sole stockholderor any of them, (ii) approved and declared advisable this Agreement and is not necessary to consummate any Transaction other than the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this AgreementShare Issuance.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Agreements to which it is a party and to consummate the Transactions to which it is a party. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 and each of the Company Disclosure Letter) Transaction Agreements to which it is a party and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) to which it is a party have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject, in the case of the issuance of the Company Class C Preferred Stock, to receipt of the Company Stockholder Approval (as defined below). Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, andand each Transaction Agreement to which it is a party and this Agreement and each Transaction Agreement to which it is a party, assuming the due authorization, execution and delivery thereof by the Companyother parties hereto and thereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Parent board of directors of the Company (the "Company Board"), at a meeting duly called and held, unanimously held duly and unanimously adopted resolutions (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), approving this Agreement and the Transactions (including, for the avoidance of doubtother Transaction Agreements, the separation Acquisition and the other Transactions, (ii) determining that the terms of the SpinCo Business, SpinCo Assets, SpinCo Liabilities Acquisition and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities other Transactions are fair to and Parent Retained Employees) are in the best interest interests of Parentthe stockholders of the Company, its business and strategy and its shareholders, employees and other stakeholders and (iiiii) approved and declared advisable this Agreement (including, for approving the avoidance of doubt, Section 6.17 amendment of the Company Disclosure LetterCharter to authorize the Company Class C Preferred Stock (the "Company Charter Amendment") and (iv) recommending that the Transactions (including, for Company's stockholders approve the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderCompany Charter Amendment. (c) The Merger Sub Board only vote of holders of any class or series of Company Capital Stock necessary to consummate the Acquisition and other Transactions is (A) the approval of the Company Charter Amendment (i) determined that this Agreement and by the Transactions are fair to, and in two-thirds affirmative vote of the best interests of, Parent, Merger Sub’s sole stockholdertotal number of votes held by the stockholders present at the Company Common Stock stockholders meeting, (ii) approved and declared advisable this Agreement and by the Transactions and two-thirds affirmative vote of the total number of votes held by the stockholders present at the Company Class A Preferred Stock stockholders meeting, (iii) recommended that Parent, as by the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent two-thirds affirmative vote of the sole stockholder total number of Merger Sub adopting votes held by the stockholders present at the Company Class B Preferred Stock stockholders meeting, and (iv) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company, (B) the approval of the delegation of authority to the Company Board to determine the terms of the issuance of the Company Class C Preferred Stock upon favorable terms by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company and (C) the approval of the delegation of authority to the Company Board to determine the terms of the issuance of Company Stock Options upon favorable terms by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company, which, in the case of each of (A), (B) and (C), may and will be effected at the Company Stockholders Meetings (as defined in Section 6.01(b)) (the "Company Stockholder Approval"). The affirmative vote of the holders of Company Capital Stock, or any of them, is not necessary to approve any Transaction Agreement or consummate any Transaction other than the Company Charter Amendment and the matters referred to in this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this AgreementSection 3.04(c).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject, in the case of the Merger, to receipt of the Company Shareholder Approval (as defined in Section 3.04(c)). The execution and delivery by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject, in the case of the Merger, to receipt of the Company Shareholder Approval. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Parent Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, unanimously duly and unanimously adopted resolutions (i) determined thatapproving this Agreement, on the Merger and the other Transactions, (ii) determining that the terms of the Merger and subject the other Transactions are advisable, fair to and in the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 best interests of the Company Disclosure Letter)and its shareholders and (iii) recommending that the Company’s shareholders give the Company Shareholder Approval. Except for applicable provisions of the CGCL, to the Company’s knowledge, no U.S. state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement and the Transactions (including, for the avoidance of doubtAgreement, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and Merger or any other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderTransaction. (c) The only vote of holders of any class or series of capital stock of the Company necessary to approve this Agreement, the Merger Sub Board (i) determined that and the other Transactions is the approval of the principal terms of this Agreement and by the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder holders of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent majority of the sole stockholder outstanding shares of Merger Sub adopting this Agreement and approving Company Common Stock (the “Company Shareholder Approval”). The affirmative vote of the holders of Company Common Stock, or any of them, is not necessary to consummate any Transaction other than the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has the requisite corporate power and authority to execute this Agreement and to consummate the transactions contemplated herein. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub the Company of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) transactions contemplated herein have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject, in the case of the Merger, to receipt of the Company Stockholder Approval. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Parent Board of Directors of the Company (the "Company Board"), at a meeting duly called and heldheld on November 4, unanimously 1999, duly and unanimously adopted resolutions: (i) determined thatapproving this Agreement, on the Offer and the Merger; (ii) determining that the terms of the Offer and subject the Merger are fair to and in the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 best interests of the Company Disclosure Letterand its stockholders; (iii) recommending that the holders of Company Common Stock accept and tender their shares of Company Common Stock pursuant to the Offer; and (iv) recommending that the Company's stockholders adopt this Agreement, and assuming that neither Parent nor Merger Sub is an Interested Stockholder (as such term is defined in Section 203 of the DGCL) immediately prior to the Company Board taking the actions described in this Section 3.04(b), taken all other actions necessary to render the restrictions on business combinations contained in Section 203 of the DGCL inapplicable to the Offer, the Merger, this Agreement and the Transactions (includingStockholder Agreement, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities transactions contemplated hereby and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderthereby. (c) The Assuming that neither Parent nor Merger Sub is an Interested Stockholder (as such term is defined in Section 203 of the DGCL) immediately prior to the Company Board (i) determined that taking the actions described in this Section 3.04(b), the only vote of holders of any class or series of capital stock of the Company necessary to approve and adopt this Agreement and the Transactions are fair to, and in Merger is the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable adoption of this Agreement and by the Transactions and (iii) recommended that Parent, as the sole stockholder holders of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent majority of the sole stockholder of Merger Sub adopting this Agreement and approving outstanding Company Common Stock (the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement"Company Stockholder Approval").

Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Company Merger and the other transactions contemplated by this Agreement, subject, in the case of the Company Merger, to the receipt of the affirmative vote of holders of a majority of the issued and outstanding Company Shares (athe “Company Stockholders Meeting”) entitled to vote thereon (the “Company Stockholder Approval”). The execution Company Board has (i) approved and delivery by ▇▇▇▇▇▇ adopted this Agreement and Merger Sub the transactions contemplated hereby, on the terms and subject to the conditions set forth herein, including the Company Merger, (ii) determined that the terms of this Agreement (including, for are in the avoidance of doubt, Section 6.17 best interests of the Company Disclosure Letterand its stockholders, (iii) declared this Agreement advisable and (iv) subject to Section 5.02, resolved to recommend adoption of this Agreement to the consummation by ▇▇▇▇▇▇ and Merger Sub Company’s stockholders (the “Company Recommendation”). As of the Transactions (includingdate of this Agreement, such approvals, determinations, declarations and resolutions are valid and have not been amended or withdrawn. Except for the avoidance of doubtCompany Stockholder Approval at the Company Stockholders Meeting, the separation of the SpinCo Businessor any adjournment or postponement thereof, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary no other corporate action proceedings on the part of Parent, the Company are necessary to authorize or adopt this Agreement or to consummate the Mergers and the other transactions contemplated by this Agreement (except for the filing of the Company Certificate of Merger Suband the Parent Certificate of Merger with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL). Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the CompanyParent, Holdco, Parent Merger Sub and Company Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other Laws of general applicability relating to or similar laws affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The execution execution, delivery and delivery performance by P▇▇▇▇▇▇ , First Merger Sub and Second Merger Sub of this Agreement (includingand, for the avoidance of doubtsubject to obtaining Parent Stockholder Approval, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ Parent, First Merger Sub and Second Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) transactions contemplated hereby have been duly and validly authorized by all necessary corporate or limited liability company action on the part of Parent, and First Merger Sub, Second Merger Sub, as applicable, in accordance with their respective Organizational Documents and applicable Law. Each of Parent Parent, First Merger Sub and ▇▇▇▇▇▇ Second Merger Sub has have duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the CompanyAcquired Companies, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditorsCreditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equityRights). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board has (i) determined that this Agreement and the Transactions transactions contemplated hereby, including the Mergers and the Parent Stock Issuance, are advisable, fair to, and in the best interests of Parent and its stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Mergers and the Parent Stock Issuance, (iii) approved the execution, delivery and performance by Parent of this Agreement, including the Mergers and the Parent Stock Issuance, upon the terms and subject to the conditions contained herein, (iv) directed that this Agreement be submitted to the holders of the Parent Common Stock at the Parent Stockholders Meeting to approve the Parent Stock Issuance, and (v) resolved to make the Parent Board Recommendation, subject to the terms and conditions in this Agreement. None of the foregoing actions by the Parent Board have been rescinded or modified in any way (unless such rescission or modification has been effected after the date hereof in accordance with the terms of Section 6.5). (c) The affirmative vote of at least a majority of the votes cast in person or represented by proxy at the Parent Stockholders Meeting by the holders of Parent Common Stock entitled to vote thereon in accordance with Sections 312.03(c) and 312.07 of the NYSE Listed Company Manual is the only vote of holders of any class or series of capital stock of Parent necessary to approve the Parent Stock Issuance (the “Parent Stockholder Approval”), and no other vote of holders of any securities of Parent is necessary to approve the transactions contemplated by this Agreement, including the Mergers. (d) ▇▇▇▇▇▇, as the sole member of Amplify Holdings, as the sole member of Amplify Acquisitionco, as the sole member of Amplify Opco, as the sole member of First Merger Sub and as the sole member of Second Merger Sub, has (i) determined that this Agreement and the transactions contemplated hereby, including the Mergers, are advisable, fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved Sub and declared advisable this Agreement and the Transactions and (iii) recommended that ParentAmplify Opco, as the sole stockholder member of Merger Sub, adopt and (ii) approved, and has caused Amplify Opco to approve, the execution and delivery by M▇▇▇▇▇ Sub of this Agreement Agreement, the performance by Merger Sub of its covenants and approve agreements contained herein and the Transactionsconsummation of the transactions contemplated hereby, including the Mergers, upon the terms and subject to the conditions contained herein. ParentNone of the foregoing actions by Amplify Opco, as the sole stockholder member of Merger Sub, have been rescinded or modified in any way (unless such rescission or modification has executed and delivered a unanimous written consent been effected after the date hereof in accordance with the terms of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this AgreementSection 6.5).

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Pending Offer and the Merger and the other transactions contemplated by this Agreement. The Board of Directors of Parent (the “Parent Board”) has unanimously adopted resolutions (i) determining that the terms of the Pending Offer, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of Parent and its shareholders, (ii) approving this Agreement, the Pending Offer, the Merger and the other transactions contemplated by this Agreement and (iii) recommending that Parent’s shareholders approve the transactions contemplated hereby pursuant to applicable Law. The shareholders of Parent have approved the transactions contemplated by this Agreement pursuant to applicable Law. The Board of Directors of Merger Sub has adopted resolutions (i) approving the execution, delivery and performance of this Agreement, (ii) determining that the terms of this Agreement are in the best interests of Merger Sub and Parent, as its sole shareholder, (includingiii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt and approve this Agreement and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption and approval. Parent, as the avoidance sole shareholder of doubtMerger Sub, Section 6.17 of the Company Disclosure Letter) has approved and adopted this Agreement and the consummation by ▇▇▇▇▇▇ and Merger Sub of transactions contemplated hereby, including the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary Merger. No other corporate action proceedings on the part of ParentParent or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Pending Offer, the Merger and Merger Subthe other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the NJBCA). Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies to Parent Boardor Merger Sub with respect to this Agreement, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to Pending Offer or the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 Merger or any of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other Transactions, subject to the receipt of the Parent Stockholder Approval and to the approval of this Agreement by Parent as the sole stockholder of Merger Sub. The Parent Special Committee has (includingi) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger (collectively, the “Transactions”), are fair to and in the best interests of Parent and (ii) recommended that the Parent Board adopt resolutions approving, adopting and declaring advisable this Agreement and the Transactions and, subject to Section 5.4(d), recommending that the issuance of the Parent Common Stock in connection with the Merger (the “Share Issuance”) be approved by the stockholders of Parent. The Parent Board (acting upon the recommendation of the Parent Special Committee) has (A) determined that this Agreement and the Transactions are fair to and in the best interests of Parent, (B) approved, adopted and declared advisable this Agreement and the Transactions and (C) resolved, subject to Section 5.4(d), to recommend that the Share Issuance be approved by the stockholders of Parent (the “Parent Recommendation”). The Merger Sub Board has (I) determined that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Merger Sub and its sole stockholder, (II) approved, adopted and declared advisable this Agreement and the Transactions and (III) resolved to recommend that this Agreement be adopted by Parent in its capacity as the sole stockholder of Merger Sub. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for (x) the avoidance approval of doubtthe Share Issuance by the affirmative vote of the holders of a majority of the total votes of shares of Parent Common Stock cast, in person or by proxy, at a duly held meeting of such stockholders for such purpose (the “Parent Stockholders Meeting”) (or any adjournment thereof), as required by Section 312.03 of the NYSE Listed Company Manual, (y) the approval of the shares of Parent Class B Common Stock to be issued in the Share Issuance as Class B Merger Consideration by the affirmative vote of the holders of not less than 66 2/3% of the outstanding shares of Parent Class B Common Stock, voting separately as a class, pursuant to Article Fourth, Section 6.17 A.III(a) of the Company Disclosure LetterParent Charter (clauses (x) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (includingy), for the avoidance of doubttogether, the separation “Parent Stockholder Approval”) and (z) the adoption of this Agreement by Parent as the SpinCo Businesssole stockholder of Merger Sub, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary no other corporate action proceedings on the part of ParentParent or Merger Sub are necessary to authorize, and Merger Subadopt or approve, as applicable, this Agreement or to consummate the Transactions (except for the filing of the appropriate merger documents as required by the DGCL). Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing of equity (the availability of equitable remedies, whether considered in a Proceeding at law or in equity“Bankruptcy and Equity Exception”). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions, including the Merger, subject, in the case of the Share Issuance and Parent Charter Amendment, to the receipt of the Parent Stockholder Approval. (b) The Parent Board has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of Parent was present, (i) determining that the Merger is in the best interests of Parent and the Parent Stockholders, (ii) approving this Agreement and the Transactions, including the Merger, the Share Issuance and the Parent Charter Amendment, and (iii) recommending that the Parent Stockholders vote in favor of approval of the Share Issuance and the Parent Charter Amendment, and directing that the Share Issuance and Parent Charter Amendment be submitted to the Parent Stockholders for approval at a duly held meeting of such stockholders for such purpose (the “Parent Stockholders Meeting”). Such resolutions have not been amended or withdrawn as of the date of this Agreement. (c) The Board of Directors of Merger Sub has adopted resolutions, by unanimous vote at a meeting duly called at which a quorum of directors of Merger Sub was present, approving and adopting this Agreement (includingand determining that entering into this Agreement is in the best interests of Merger Sub and its shareholder, for and Parent, as the avoidance sole shareholder of doubtMerger Sub, Section 6.17 has approved this Agreement and the Transactions. Such resolutions have not been amended or withdrawn as of the date of this Agreement. (d) Except for (i) the approval of the Share Issuance by the affirmative vote of the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at the Parent Stockholders Meeting, as required by section 312.03 of the NYSE Listed Company Disclosure LetterManual and (ii) the approval of the Parent Charter Amendment by the affirmative vote of holders of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon (the approvals described in clauses (i) and (ii) collectively are referred to herein as the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including“Parent Stockholder Approval”), for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary no other corporate action proceedings on the part of ParentParent or Merger Sub are necessary to authorize, and Merger Sub. adopt or approve this Agreement or to consummate the Transactions (except for the filing of the appropriate merger documents as required by the VSCA). (e) Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its a legal, valid and binding obligation, enforceable against it Parent and Merger Sub in accordance with its terms (terms, except insofar as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Reorg Merger. The Company's execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 and consummation of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Reorg Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parentthe Company, and Merger Subsubject to the Company Shareholder Approval. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other Laws similar laws affecting the enforcement of general applicability relating to or affecting creditors’ rights, or by principles governing ' rights generally and except that the availability of the equitable remedies, whether considered in a Proceeding at law remedy of specific performance or in equityinjunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) The Parent Board, at a meeting Board of Directors of the Company has duly called and held, unanimously adopted resolutions (i) determined thatapproving, on the terms adopting and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), declaring advisable this Agreement and the Transactions Reorg Merger; (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employeesii) are determining that entering into this Agreement is in the best interest interests of Parent, its business and strategy the Company and its shareholders, employees and other stakeholders ; and (iiiii) approved and declared advisable this Agreement (including, for recommending that the avoidance of doubt, Section 6.17 shareholders of the Company Disclosure Letter) approve and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderadopt this Agreement. (c) The Merger Sub Board (i) determined that only vote of holders of any class or series of capital stock of the Company necessary to approve and adopt this Agreement and the Transactions are fair to, Reorg Merger is the approval and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable adoption of this Agreement and the Transactions and (iii) recommended that Parent, as Reorg Merger by the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent affirmative vote of the sole stockholder holders of Merger Sub adopting this Agreement and approving at least a majority of the Merger, which consent shall become effective immediately following votes entitled to be cast by holders of the execution and delivery shares of this AgreementCompany Common Stock then outstanding (the "Company Shareholder Approval").

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Newco has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery by ▇▇▇▇▇▇ each of Parent and Merger Sub Newco of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub it of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent and Newco, subject (i) in the case of the Merger and the Share Issuance, to receipt of the Parent Shareholder Approval (as defined in Section 4.04(c)) and (ii) adoption by Parent, and Merger Subas sole shareholder of Newco, of this Agreement. Each of Parent and ▇▇▇▇▇▇ Sub Newco has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Board of Directors of Parent (the "Parent Board"), at a meeting duly called and held, unanimously duly and unanimously adopted resolutions (i) determined thatapproving this Agreement, on the Merger, the Share Issuance and the other Transactions, (ii) determining that the terms of the Merger, the Share Issuance and subject the other Transactions are fair to and in the conditions set forth in best interests of Parent and its shareholders and (iii) directing that this Agreement (including, for the avoidance be submitted to a vote of doubt, Section 6.17 of the Company Disclosure Letter), Parent's shareholders and recommending that they adopt this Agreement and approve the Transactions (including, for the avoidance of doubtShare Issuance. Such resolutions are sufficient to render inapplicable to this Agreement, the separation Merger, the Share Issuance and the other Transactions, to the extent otherwise applicable, the provisions of Subchapters D (Section 2538), E, F, G, H, I and J of Chapter 25 of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders PBCL and (ii) approved the provisions of Sections 508 and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 509 of the Company Disclosure Letter) and the Transactions (includingParent Charter. To Parent's knowledge, for the avoidance of doubtno other state takeover statute or similar statute or regulation applies or purports to apply to Parent or Newco with respect to this Agreement, the separation of Merger, the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderShare Issuance or any other Transaction. (c) The Merger Sub Board (i) determined that this Agreement only vote of holders of any class or series of Parent securities necessary to approve and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. ParentAgreement, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution Share Issuance and delivery the other Transactions is the adoption of this AgreementAgreement by the affirmative vote of a majority of the votes cast by all holders of Parent Common Stock entitled to vote (collec tively, the "Parent Shareholder Approval"). The affirmative vote of the holders of Parent Capital Stock, or any of them, is not necessary to consummate any Transaction other than the Share Issuance and the Merger.

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The Board of Directors of Parent (the “Parent Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, approving the execution, delivery and performance of this Agreement (including, for the avoidance of doubt, Section 6.17 Agreement. As of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement, (ii) determining that entering into this Agreement is in the best interests of Merger Sub and its sole stockholder, (iii) declaring this Agreement advisable and (iv) recommending that the sole stockholder of Merger Sub adopt this Agreement and directing that this Agreement be submitted to the sole stockholder of Merger Sub for adoption. As of the Transactions (includingdate of this Agreement, for the avoidance such resolutions have not been amended or withdrawn. The sole stockholder of doubtMerger Sub has adopted this Agreement. Except as would not have a Parent Material Adverse Effect, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary no other corporate action proceedings on the part of Parent, Merger Sub or the sole stockholder of Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger Subas required by the DGCL). Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The Board of Directors of Parent (the “Parent Board”) has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (includingii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement, (ii) determining that the terms of this Agreement are in the best interests of Merger Sub and Parent, as its sole stockholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole stockholder of Merger Sub, adopt this Agreement and directing that this Agreement be submitted to Parent, as sole stockholder of Merger Sub, for the avoidance of doubt, Section 6.17 adoption. As of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole stockholder of Merger Sub of the Transactions (includingSub, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary has adopted this Agreement. No other corporate action proceedings on the part of ParentParent or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger Subas required by the DGCL). Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent BoardNo “fair price”, at a meeting duly called and held“moratorium”, unanimously (i) determined that“control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 Merger or any of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The execution Company has all requisite corporate power and delivery by ▇▇▇▇▇▇ authority to execute and Merger Sub of this Agreement (includingdeliver the Transaction Agreements to which it is a party and, for the avoidance of doubt, Section 6.17 subject to receipt of the Company Disclosure Letter) Stockholder Approval and assuming the accuracy of the representations set forth in Section 4.09, to consummate the Transactions. Assuming the accuracy of the representations set forth in Section 4.09, the execution, delivery and performance by the Company of each Transaction Agreement to which it is a party and the consummation by ▇▇▇▇▇▇ and Merger Sub the Company of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parentthe Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the Transactions, and subject, in the case of the Merger Subto receipt of the Company Stockholder Approval. Each of Parent and ▇▇▇▇▇▇ Sub The Company has duly executed and delivered this Agreementeach Transaction Agreement to which it is a party, and, assuming the due authorization, execution and delivery by of such Transaction Agreements on behalf of the Companyother parties thereto, this each Transaction Agreement to which it is a party constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as terms, subject to such enforceability may be potentially being limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other Laws laws affecting the enforcement of general applicability relating to or affecting creditors’ rights, or by rights generally and (ii) general equitable principles governing the availability of equitable remedies, (whether considered in a Proceeding proceeding in equity or at law or in equitylaw) (the “Bankruptcy and Equity Exception”). (b) The Parent board of directors of the Company (the “Company Board”), at a meeting duly called and heldheld at which all directors of the Company were present, unanimously duly and adopted resolutions (i) determined that, on the terms approving and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), declaring advisable this Agreement and the Transactions (includingother Transaction Agreements, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (includingMerger and the other Transactions, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and approving the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the other Transaction Agreements, (ii) determining that the terms of the Merger and the other Transactions are fair to, to and in the best interests ofof the Company and its stockholders, Parent(iii) recommending that the Company’s stockholders adopt this Agreement and give the Company Stockholder Approval (the “Company Board Recommendation”), (iv) assuming the accuracy of the representations set forth in Section 4.09, electing and rendering that the Merger not be subject to (x) any anti‑takeover provision in the Company Charter or Company Bylaws or (y) any “moratorium,” “control share acquisition,” “business combination,” “fair price” “supermajority,” “affiliate transactions” or other form of anti‑takeover laws and regulations, including Section 203 of the DGCL (collectively, but excluding for the avoidance of doubt any Antitrust Laws, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement, which resolutions have not been rescinded, modified or withdrawn in any way. Assuming the accuracy of the representations set forth in Section 4.09, such resolutions are sufficient to render inapplicable to Parent and Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions other Transaction Agreements, the Merger and (iii) recommended that Parentthe other Transactions, as the sole stockholder restrictions on business combinations set forth in Section 203 of Merger Subthe DGCL. Assuming the accuracy of the representations set forth in Section 4.09, adopt no other Takeover Law applies or purports to apply to the Company with respect to this Agreement and approve the Transactions. Parentother Transaction Agreements, the Merger or any other Transaction, other than any such Takeover Law that may apply solely as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent result of the sole stockholder identity, nature, business or operations of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery Parent or any of this Agreementits Subsidiaries or Affiliates.

Authority; Execution and Delivery; Enforceability. (a) Monroe has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery by ▇▇▇▇▇▇ and Merger Sub Monroe of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub Monroe of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of ParentMonroe, and Merger Subsubject, in the case of the Merger, to receipt of the Monroe Stockholder Approval. Each of Parent and ▇▇▇▇▇▇ Sub Monroe has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other Laws and similar laws of general applicability relating to or affecting creditors’ rights, or by rights generally and to general equity principles governing (the availability of equitable remedies, whether considered in a Proceeding at law or in equity“Bankruptcy and Equity Exception”). (b) The Parent Board, at At a meeting duly called and held, unanimously the board of directors of Monroe (the “Monroe Board”) present at such meeting duly and unanimously adopted resolutions (i) determined thatapproving the Merger Agreement and the Transactions, on (ii) determining that the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter)Merger are fair to and in the best interests of Monroe and its stockholders, (iii) recommending that Monroe’s stockholders adopt this Agreement and approving the Transactions (including, for the avoidance inclusion of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are this recommendation in the best interest of ParentProxy Statement, its business and strategy and its shareholders, employees and other stakeholders and (iiiv) approved approving and declared advisable declaring that this Agreement (including, for is advisable. Such resolutions are sufficient to render inapplicable to the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) Transaction Agreements and the Transactions (including, for the avoidance of doubt, the separation restrictions contained in Section 203 of the SpinCo BusinessDGCL. To Monroe’s knowledge, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from no other state takeover statute or similar statute or regulation applies or purports to apply to Monroe with respect to the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and Transaction Agreements or the execution, delivery and performance of Parent’s obligations thereunderTransactions. (c) The Merger Sub Board (i) determined that only vote of holders of any class or series of Monroe Capital Stock necessary to approve and adopt this Agreement and the Transactions are fair toMerger is (i) the adoption of this Agreement by the holders of a majority of the outstanding Monroe Common Stock, voting together as a single class, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved the adoption of this Agreement by the holders of a majority of the outstanding Monroe Series A Preferred Securities, voting as a separate class (collectively, the “Monroe Stockholder Approval”). Other than the Monroe Stockholder Approval, the only other vote or consent of holders of any equity securities of Monroe which may be necessary to approve and declared advisable adopt this Agreement and the Transactions and (iii) recommended that Parent, as Merger or to consummate the sole stockholder of Merger Sub, adopt this Agreement and approve transactions contemplated hereby is the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of Yardley which may be required pursuant to the sole stockholder Securities Purchase Agreement, dated as of Merger Sub adopting this Agreement October 15, 2009, by and approving the Mergeramong Monroe, which consent shall become effective immediately following the execution Yucaipa American Alliance Fund II, L.P. and delivery of this AgreementYucaipa American Alliance (Parallel) Fund II, L.P., (collectively, “Yardley”).

Authority; Execution and Delivery; Enforceability. (a) The execution and delivery by ▇▇▇▇▇▇ Each of Parent and Merger Sub has all requisite corporate or limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Merger and the other transactions contemplated by this Agreement. The Parent Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement by Parent and (ii) determining that entering into this Agreement is in the best interests of Parent and its equityholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement by Merger Sub; (ii) determining that the terms of this Agreement are in the best interests of Merger Sub and its shareholders; (iii) declaring this Agreement advisable; and (iv) recommending that the shareholder of Merger Sub adopt this Agreement and directing that this Agreement be submitted to the shareholder of Merger Sub for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The shareholder of Merger Sub has adopted and approved this Agreement. No other corporate proceedings (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letterany shareholder approval) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement (or, in the case of Parent, the Escrow Agreement) or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger Subas required by the DGCL). Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement (and, in the case of Parent, the Escrow Agreement) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Plan of Merger, to perform its obligations hereunder and thereunder, and to consummate the ▇▇▇▇▇▇ and the other Transactions, subject to the receipt of the Company Shareholder Approval. (b) As of the Agreement Date, the Special Committee comprises four members of the Company Board, each of whom the Company Board determined is disinterested in the Transactions and qualifies as an “independent director” (as such term is defined in Section 5605(a)(2) of the Nasdaq Rules). The Special Committee has been duly authorized and constituted and at a meeting duly called and held has (i) determined that the Per Share Merger Consideration constitutes at least (and may exceed) fair value for each Common Share (other than the Excluded Shares) under Cayman Islands laws, (ii) determined that the terms of this Agreement, the Plan of Merger, the Merger and the other Transactions are in the best interests of the Company and (iii) subject to Section ‎5.04, resolved to make the Special Committee Recommendation to the Company Board. (c) The Company Board, acting upon the Special Committee Recommendation, at a meeting duly called and held, has (i) determined that the Per Share Merger Consideration constitutes at least (and may exceed) fair value for each Common Share (other than the Excluded Shares) under Cayman Islands laws, (ii) determined that the terms of this Agreement, the Plan of Merger, the Merger and the other Transactions are in the best interests of the Company, (iii) approved and declared advisable the execution, delivery and performance of this Agreement and the Plan of Merger, the Merger and the other Transactions, and (iv) subject to Section ‎5.04, determined to recommend that the Company’s shareholders vote in favor of the authorization and approval (as applicable) of this Agreement and the Plan of Merger, the Merger and the other Transactions, at a duly held meeting of such holders for such purpose (the “Company Shareholders Meeting”). (d) Except for any Adverse Recommendation Change made after the Agreement Date and in accordance with Section ‎5.04, the resolutions and determinations of the Special Committee and the Company Board referenced in this Section ‎3.04 have not been amended or withdrawn. (e) Except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company, its Subsidiaries or its shareholders are necessary to authorize and approve (as applicable) this Agreement and the Plan of Merger or to consummate the Transactions (except for executing and delivering the Plan of Merger and the filing of the Schedule 13E-3, which will include the Proxy Statement as an exhibit, with the SEC). (f) The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of RJR and each RJR Subsidiary has all requisite corporate power and authority to execute and deliver each Transaction Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, subject, in the case of the Merger, to receipt of the RJR Stockholder Approval (as defined in Section 3.04(c)). The execution and delivery by ▇▇▇▇▇▇ each of RJR and Merger Sub each RJR Subsidiary of this each Transaction Agreement (includingto which it is or will be a party, for the avoidance performance by it of doubt, Section 6.17 of the Company Disclosure Letter) its obligations hereunder and thereunder and the consummation by ▇▇▇▇▇▇ RJR and Merger Sub each RJR Subsidiary of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been or will be duly authorized by all necessary corporate action on the part of ParentRJR and each RJR Subsidiary, and Merger Subsubject, in the case of the Merger, to receipt of the RJR Stockholder Approval. Each of Parent RJR and ▇▇▇▇▇▇ Sub each RJR Subsidiary has duly executed and delivered this Agreement(or will duly execute and deliver on or prior to the Closing Date) each Transaction Agreement to which it is or will be a party, and, assuming due authorization, execution and delivery by each Transaction Agreement to which it is or will be a party constitutes (or will constitute on or prior to the Company, this Agreement constitutes Closing Date) its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)terms. (b) The Parent Board of Directors of RJR (the "RJR Board"), at a meeting duly called and heldheld at which all directors were present, unanimously duly and unanimously adopted resolutions (i) determined thatapproving this Agreement and the other Transaction Agreements, on the Merger and the other Transactions, (ii) determining that the terms of the Merger and subject the other Transactions are fair to and in the conditions set forth in best interests of RJR and its stockholders, (iii) recommending that RJR's stockholders adopt this Agreement and (includingiv) declaring that this Agreement is advisable, for which resolutions have not been subsequently rescinded, modified or withdrawn in any way except as permitted by Section 5.02(b). Such resolutions are sufficient to render the avoidance provisions of doubt, Section 6.17 203 of the Company Disclosure Letter)DGCL ("Section 203") inapplicable to B&W, ▇▇▇▇▇▇▇▇ American, Sub and B&W Opco, this Agreement and the Transactions (including, for the avoidance of doubtother Transaction Agreements, the separation of Merger and the SpinCo Businessother Transactions. To RJR's knowledge, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and no other stakeholders and (ii) approved and declared advisable state takeover statute or similar statute or regulation applies or purports to apply to RJR with respect to this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubtother Transaction Agreements, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderMerger or any other Transaction. (c) The Merger Sub Board (i) determined that only vote of holders of any class or series of RJR Capital Stock necessary to approve and adopt this Agreement and the Transactions are fair to, and in Merger is the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared advisable adoption of this Agreement and by the Transactions and holders of a majority of the outstanding shares of RJR Common Stock (iii) recommended that Parentthe "RJR Stockholder Approval"). The affirmative vote of the holders of RJR Capital Stock, as the sole stockholder or any of Merger Subthem, adopt is not necessary to approve any Transaction Agreement other than this Agreement and approve the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting this Agreement and approving or consummate any Transaction other than the Merger, which consent shall become effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement by ▇▇▇▇▇▇ Parent and Merger Sub of this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ Parent and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary corporate action on the part of Parent, Parent and Merger Sub. Each of Parent and ▇▇▇▇▇▇ Sub This Agreement has been duly executed and delivered this Agreement, by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes its legal, a valid and binding obligationobligation of Parent and Merger Sub, enforceable against it Parent and Merger Sub in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity)applicability. (b) The board of directors of Parent Board, at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter), has adopted resolutions approving this Agreement and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunderTransactions. (c) The board of directors of Merger Sub Board has adopted resolutions (i) determined that this Agreement approving and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved and declared declaring advisable this Agreement and the Transactions and (iiiii) recommended recommending that Parent, as the sole stockholder of Merger Sub, adopt ’s stockholder approve this Agreement and approve the TransactionsAgreement. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub adopting approving this Agreement and approving the MergerTransactions, which consent shall become approval to be effective immediately following the execution and delivery of this Agreement. No other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation by Parent and Merger Sub of the Transactions. (d) No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent (equity or otherwise) is necessary to adopt this Agreement, or to approve the Merger or the other Transactions. The vote or consent of Parent or a wholly-owned Subsidiary of Parent as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement, which vote shall be taken or consent shall be given immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Parent has all requisite corporate power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Merger and the other Transactions, subject, with respect to the Share Issuance, to the receipt of the Parent Shareholder Approval. Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other Transactions, subject to the approval of this Agreement by Parent as the sole shareholder of Merger Sub. The Parent Board has unanimously adopted resolutions (i) determining that the terms of the Transactions, including the Share Issuance, are advisable and in the best interests of Parent and its shareholders, (ii) approving this Agreement, the Merger and the other Transactions and (iii) recommending that Parent’s shareholders approve the Share Issuance (the “Parent Recommendation”) and directing that the Share Issuance be submitted to Parent’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Parent Shareholders Meeting”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. The board of directors of Merger Sub has adopted resolutions (i) determining that the terms of the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of Merger Sub and Parent, as its sole shareholder, (ii) approving this Agreement, the Merger and the other transactions contemplated by this Agreement and (iii) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for the affirmative vote in favor of approval of the Share Issuance of the holders of shares of Parent Common Stock representing a majority of the votes represented in person or by proxy at the Parent Shareholders Meeting, as required by Section 312.03(c) of the NYSE Listed Company Manual (the “Parent Shareholder Approval”), and (ii) the adoption of this Agreement by Parent as the sole shareholder of Merger Sub (which will occur immediately following the execution and delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement (includingin accordance with Section 6.01(g)), for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) have been duly authorized by all necessary no other corporate action proceedings on the part of ParentParent or Merger Sub are necessary to authorize, and Merger Subadopt or approve, as applicable, this Agreement or to consummate the Transactions. Each of Parent and ▇▇▇▇▇▇ Merger Sub has duly executed and delivered this Agreement, Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar except, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general applicability relating to or affecting creditors’ rights, or rights generally and by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) The No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies to Parent Board, at a meeting duly called and held, unanimously or Merger Sub with respect to the Transaction Agreements or the Transactions. None of the execution or delivery of the Transaction Agreements or the consummation of the Transactions will result in (i) determined thatthe Company, on BAT, Imperial or any “Affiliate” or “Associate” (each term as defined in the terms and subject to the conditions set forth in this Agreement (including, for the avoidance Rights Agreement) of doubt, Section 6.17 any of the Company Disclosure Letter), this Agreement and the Transactions foregoing becoming an Acquiring Person (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) are as defined in the best interest of Parent, its business and strategy and its shareholders, employees and other stakeholders and (ii) approved and declared advisable this Agreement (including, for the avoidance of doubt, Section 6.17 of the Company Disclosure Letter) and the Transactions (including, for the avoidance of doubt, the separation of the SpinCo Business, SpinCo Assets, SpinCo Liabilities and SpinCo Employees from the Parent Retained Business, Parent Retained Assets, Parent Retained Liabilities and Parent Retained Employees) and the execution, delivery and performance of Parent’s obligations thereunder. (c) The Merger Sub Board (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent, Merger Sub’s sole stockholderRights Agreement), (ii) approved and declared advisable this Agreement and a Distribution Date or Share Acquisition Date (each as defined in the Transactions and Rights Agreement) occurring, (iii) recommended that Parent, the Rights (as defined in the sole stockholder Rights Agreement) separating from the underlying shares of Merger Sub, adopt this Agreement and approve Parent Common Stock or (iv) the Transactions. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent holders of the sole stockholder Rights receiving the right to acquire securities of Merger Sub adopting this any Party. A true, correct and complete copy of the Rights Agreement and approving has been previously provided to the Merger, which consent shall become effective immediately following the execution and delivery of this AgreementCompany.