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

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 by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. 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 As of the date of this Agreement, such resolutions have not been amended or withdrawn.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 Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger 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 As of the date of this Agreement, such resolutions have not been amended or withdrawn.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 this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is 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 Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law). Each of Parent and Merger Sub has duly executed and delivered this 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, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate or similar power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and Transactions, subject, in the other transactions contemplated case of the Merger, to the adoption of this Agreement by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver Parent as the Cayman Plan sole shareholder of Merger and to consummate the transactions contemplated therebySub. The Parent Board has adopted resolutions, by unanimous a 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 by Parent of this Agreement and (ii) determining that entering into this Agreement is in the best interests consummation of Parent and its stockholdersthe Merger. As Such resolutions have not been amended or withdrawn as of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub Board has unanimously adopted resolutions resolutions, by unanimous written consent, (iA) approving the executionthis Agreement, delivery and performance of (B) declaring advisable this Agreement and the Cayman Plan of Merger, (ii) Merger on substantially the terms and conditions set forth in this Agreement and determining that the terms of this Agreement Merger is fair to, and the Cayman Plan of Merger are in the best interests of of, Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (ivC) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As Such resolutions have not been amended or withdrawn as of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, Except for the adoption of this Agreement by Parent as the sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No no other corporate action or similar proceedings on the part of Parent or Merger Sub is 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 Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Transactions. Each of Parent and Merger Sub has duly executed and delivered this 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 exceptterms, in each case, as enforcement except that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization or fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this 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 Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Transactions. The execution and delivery by Parent and Merger Sub of each Transaction Document to which it is or is contemplated to be a party and the other transactions contemplated consummation by this Agreement. Parent and Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting Transactions have been duly called at which a quorum authorized by the respective Boards 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 Directors of Parent and its stockholders. As Merger Sub, and except for the Parent Stockholder Approval and, in the case of the date of this AgreementMerger, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance approval of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are by Parent in its capacity as 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 Sub (which approval shall be provided by the Cayman Plan written consent of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of Parent immediately following the date execution of this Agreement), such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No no other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt authorize the Transaction Documents or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing consummation of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)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 Companyother parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). Prior to the Effective Time, each of Parent and Merger Sub will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar Laws affecting creditors’ rights generally and generally, or by general principles governing the availability of equityequitable remedies). (b) The Board of Directors of Parent has duly adopted resolutions (i) approving this Agreement, the other Transaction Documents to which Parent is or is contemplated to be a party, the Merger and the other Transactions, (ii) determining that the terms of this Agreement are in the best interests of the stockholders of Parent and declaring it advisable to enter into this Agreement and (iii) recommending that the holders of Parent Common Stock vote in favor of the issuance of the Parent Common Stock in the Merger, as contemplated by Article IV, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. The Board of Directors of Merger Sub has duly adopted resolutions (i) approving this Agreement, the other Transaction Documents to which Merger Sub is or is contemplated to be a party, the Merger and the other Transactions, (ii) adopting this Agreement and the Plan of Merger and (iii) recommending that Parent, as the sole shareholder of Merger Sub, approve this Agreement and the Plan of Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) The only vote or consent of holders of any class or series of capital stock of Parent necessary to approve the issuance of the Parent Common Stock in the Merger, as contemplated by Article IV, is, to the extent required by the applicable regulations of the NYSE, the affirmative vote of a majority of the voting power of the shares of Parent Common Stock present in person or represented by proxy and voting on the issue at the Parent Stockholders’ Meeting (collectively, the “Parent Stockholder Approval”). The affirmative vote or consent of the holders of capital stock of Parent, or any of them, is not necessary to consummate any of the other Transactions, unless this Agreement is amended after the Parent Stockholders’ Meeting and such approval is required, solely as a result of such amendment, under the DGCL or Parent’s certificate of incorporation or bylaws. (d) The only vote or consent of holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement, the Plan of Merger and the Merger is the affirmative vote of Parent in its capacity as the sole shareholder of Merger Sub, which approval shall be provided by the written consent of Parent immediately following the execution of this Agreement. The affirmative vote or consent of the holders of capital stock of Merger Sub, or any of them, is not necessary to consummate any of the Transactions other than the Merger. (e) Except as set forth in Article XII of Parent’s certificate of incorporation, Parent is not party to any stockholder rights agreement, “poison pill” or similar anti-takeover agreement or plan. The Board of Directors of Parent has adopted such resolutions or taken such other actions as may be necessary to render the restrictions on “business combinations”, as such term is defined in Article XII of Parent’s certificate of incorporation, as set forth in Article XII of Parent’s certificate of incorporation inapplicable to this Agreement, the Merger and the other Transactions, to the extent such restrictions would otherwise be applicable to this Agreement, the Merger or the other Transactions. No “fair price”, “moratorium”, “control share acquisition”, “business combination”, “stockholder protection” or other similar antitakeover statute or similar statute regulation applicable to Parent or regulation Merger Sub enacted under Delaware Law or Washington Law or under the Law of any other jurisdiction applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this AgreementTransactions. (f) The Board of Directors of Parent (or, if appropriate, any committee administering the Parent Stock Plan) has adopted such resolutions or taken such other actions as may be required to ensure that no Parent equity awards will become vested or exercisable in connection with the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Weyerhaeuser and Merger Sub WRECO has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Merger Transactions. The execution and delivery by Weyerhaeuser and WRECO of each Transaction Document to which it is or is contemplated to be a party and the other transactions contemplated consummation by this Agreement. Merger Sub has all necessary corporate power Weyerhaeuser and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote WRECO of the directors present at a meeting Transactions have been duly called at which a quorum authorized by the respective Boards of directors Directors of Parent was presentWeyerhaeuser and WRECO, (i) approving and except for such further action of the executionBoard of Directors of Weyerhaeuser required to establish the Record Date and the Distribution Date and, 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 case of the date of this AgreementMerger, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance approval of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are by WNR in its capacity as 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 WRECO (which approval shall be provided by the Cayman Plan written consent of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of WNR immediately following the date execution of this Agreement), such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No no other corporate action proceedings on the part of Parent Weyerhaeuser or Merger Sub is WRECO are necessary to authorize, adopt authorize the Transaction Documents or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing consummation of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Transactions. Each of Parent Weyerhaeuser and Merger Sub WRECO has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Companyother parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against each of Weyerhaeuser and WRECO in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Effective Time, each of Weyerhaeuser and WRECO will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar Laws affecting creditors’ rights generally and or by general principles governing the availability of equityequitable remedies). (b) No “fair price”The Board of Directors of Weyerhaeuser has duly adopted resolutions approving the Merger and the other Transactions, “moratorium”which resolutions have not been subsequently rescinded, “control share acquisition” modified or other similar antitakeover statute or similar statute or regulation applies with respect to withdrawn in any way. The Board of Directors of WRECO has duly adopted resolutions (i) approving this Agreement, the other Transaction Documents to which WRECO is or is contemplated to be a party, the Merger or any of and the other transactions contemplated by Transactions, (ii) adopting this Agreement and the Plan of Merger and (iii) recommending that WNR, as the sole shareholder of WRECO, approve this Agreement and the Plan of Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) The only vote or consent of holders of any class or series of capital stock of WRECO necessary to approve this Agreement, the Plan of Merger and the Merger is the affirmative vote of WNR in its capacity as the sole shareholder of WRECO, which approval shall be provided by the written consent of WNR immediately following the execution of this Agreement. Upon obtaining such written consent of WNR, the approval of WRECO’s shareholders after the Distribution Date will not be required to effect the Transactions, unless this Agreement is amended after the Distribution Date and such approval is required, solely as a result of such amendment, under the WBCA or WRECO’s articles of incorporation or bylaws.

Authority; Execution and Delivery; Enforceability. (a) Each of ▇▇▇▇▇▇▇▇, Gaiam Travel, Gaiam Travel Parent and Merger Sub the Company has all the requisite corporate power and authority to execute and deliver this Agreement, Agreement and the Collateral Agreements to which such Person is or will be a party and to perform its respective obligations hereunder or thereunder and to consummate the Merger Contemplated Transactions. (b) The execution and delivery by Gaiam Travel, Gaiam Travel Parent and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. 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 Company of this Agreement and (ii) determining that entering into this Agreement the Collateral Agreements to which such Person is in or will be a party, and the best interests of consummation by Gaiam Travel, Gaiam Travel Parent and its stockholders. As the Company of the date Contemplated Transactions, have been duly authorized by all necessary corporate action on the part of this Agreementeach of Gaiam Travel, Gaiam Travel Parent and the Company, and no other action on the part of such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving Person is necessary to authorize the execution, delivery and performance of this Agreement and the Cayman Plan of MergerCollateral Agreements to which such Person is or will be a party and the Contemplated Transactions. ▇▇▇▇▇▇▇▇ has the legal capacity to enter into, (ii) determining that and the terms of full power and authority to execute and deliver this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub Collateral Agreements to which ▇▇▇▇▇▇▇▇ is or will be a party 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 the Cayman Plan of Merger 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 this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger Contemplated Transactions. This Agreement has been, and the other transactions contemplated by this Agreement (except for the filing each of the Cayman Plan of Merger and other documents required Collateral Agreements to effect which Sellers, Gaiam Travel Parent or the Merger pursuant to the Cayman Companies Law). Each of Parent and Merger Sub has Company is a party is or will be, duly executed and delivered this Agreement andby each Seller, assuming the due authorization, execution and delivery by Gaiam Travel Parent or the Company, this Agreement constitutes its as applicable. (c) This Agreement, and each of the Collateral Agreements to which Sellers, Gaiam Travel Parent or the Company is a party will constitute (assuming the legal, valid and binding obligationobligation of Purchaser) the legal, valid and binding obligation of such Seller, Gaiam Travel Parent or the Company, as applicable, enforceable against it such Seller, Gaiam Travel Parent or the Company in accordance with its terms excepttheir terms, in each case, as enforcement except to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally and by to general principles of equityequitable principles. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub Monsoon has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations hereunder thereunder and to consummate the Merger Transactions. The execution and delivery by Monsoon of each Transaction Document to which it is or is contemplated to be a party and the other transactions contemplated consummation by this Agreement. Merger Sub has Monsoon of the Transactions have been duly authorized by all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. 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 Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger 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 this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is Monsoon, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize, adopt authorize the Transaction Documents or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing consummation of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Transactions. Each of Parent and Merger Sub Monsoon has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Companyother parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar Laws affecting creditors’ rights generally and or by general principles governing the availability of equityequitable remedies). (b) The Monsoon Board, at a meeting duly called and held, has adopted resolutions (i) approving this Agreement and the other Transaction Documents to which Monsoon is or is contemplated to be a party and the consummation of the Acquisition, the Share Issuance and the other Transactions, (ii) determining that the terms of this Agreement and the Transactions are fair to, and are in the best interests of, Monsoon and its shareholders, (iii) declaring that this Agreement is advisable, (iv) directing that this Agreement be submitted to the shareholders of Monsoon for adoption and approval and (v) recommending that the shareholders of Monsoon adopt and approve this Agreement and the Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) The only vote or consent of holders of any class or series of Capital Stock of Monsoon necessary to approve this Agreement and the consummation of the Acquisition, the Share Issuance and the other Transactions is the affirmative vote of a majority of the voting power of the Monsoon Ordinary Shares present in person or represented by proxy and voting on the issue at the Monsoon Shareholders’ Meeting (collectively, the “Monsoon Shareholder Approval”). (d) Monsoon is not a party to any shareholder rights agreement, “poison pill” or similar anti-takeover agreement or plan. No “fair price”, “moratorium”, “control share acquisition”, “business combination”, “stockholder protection” or other similar antitakeover statute or similar statute or regulation applies Law applicable with respect to Monsoon applies to this AgreementAgreement or the Transactions. (e) The Monsoon Board (or, if appropriate, any committee administering the Merger Monsoon Stock Plans) has adopted such resolutions or any of taken such other actions as may be required to ensure that no Monsoon equity awards will become vested or exercisable in connection with the other transactions contemplated by this AgreementTransactions.

Authority; Execution and Delivery; Enforceability. (a) Each of Indigo Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations hereunder thereunder and to consummate the Merger Transactions. The execution and delivery by Indigo Parent of each Transaction Document to which it is or is contemplated to be a party and the other transactions contemplated consummation by this Agreement. Merger Sub has Indigo Parent of the Transactions have been duly authorized by all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. 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 Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger 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 this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Indigo Parent, and no other corporate proceedings on the part of Indigo Parent or Merger Sub is are necessary to authorize, adopt authorize the Transaction Documents or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing consummation of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Transactions. Each of Indigo Parent and Merger Sub has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Companyother parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Indigo Parent in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). Prior to the Closing, Indigo Parent will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar Laws affecting creditors’ rights generally and generally, or by general principles governing the availability of equityequitable remedies). (b) No affirmative vote or consent of holders of any class or series of Capital Stock of Indigo Parent is necessary to approve this Agreement or consummate any of the Transactions. (c) Neither Indigo Parent nor Indigo are party to any shareholder rights agreement, “poison pill” or similar anti-takeover agreement or plan. No “fair price”, “moratorium”, “control share acquisition”, “business combination”, “stockholder protection” or other similar antitakeover statute or similar statute or regulation applies Law applicable with respect to Indigo Parent or Indigo applies to this Agreement, Agreement or the Merger or any of the other transactions contemplated by this AgreementTransactions.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent The execution 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 delivery by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. 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 Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance Purchaser of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As consummation by Purchaser of the date of this Agreement, such resolutions Transactions have not been amended duly authorized by all necessary corporate or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement other organizational action and the Cayman Plan of Merger. No no other corporate action or proceeding on the part of Parent Purchaser or Merger Sub its stockholders or other equityholders is necessary to authorize, adopt or approve, as applicable, authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Agreement. Each of Parent and Merger Sub Purchaser has duly executed and delivered this Agreement andAgreement, and this Agreement, assuming the due authorization, execution and delivery by the Company, of this Agreement by Sellers, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement may be limited by subject to the effects of bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other Laws relating to or similar Laws affecting creditors’ rights generally and general equitable principles (whether considered in a Proceeding in equity or at Law). The execution and delivery by general principles each of equity. Purchaser and each other Affiliate of Purchaser that will be a party to a Transaction Agreement (bsuch Affiliates, the “Purchasing Affiliates”) No “fair price”of each other Transaction Agreement to which it is or will be party and the consummation by each of Purchaser and each Purchasing Affiliate of the Transactions have been, “moratorium”or will be at the Closing, “control share acquisition” as applicable, duly authorized by all necessary corporate or other similar antitakeover statute organizational action and no other action or similar statute or regulation applies with respect to this Agreement, proceeding on the Merger part of Purchaser or any of the Purchasing Affiliates or any of their respective stockholders or other transactions contemplated equityholders is necessary to authorize the Transaction Agreements or the Transactions. Each of Purchaser and each Purchasing Affiliate has, or will have at the Closing, as applicable, duly executed and delivered each other Transaction Agreement to which it is or will be party, and such Transaction Agreement, assuming the due authorization, execution and delivery of such Transaction Agreement by this Agreementa Seller or an Acquired Subsidiary, constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a Proceeding in equity or at Law).

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate necessary power and authority to enter into, execute and deliver this AgreementAgreement and any Ancillary Agreement to which it is a party, to perform and comply with each of its obligations hereunder under this Agreement and such Ancillary Agreement and, subject to compliance with Regulatory Laws, to consummate the Merger Transactions and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority thereby, in each case, applicable to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutionssuch party, 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 Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that accordance with the terms of this Agreement and the Cayman Plan Ancillary Agreements to which it is a party. The adoption, execution and delivery by each of Merger are in the best interests of Parent and 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 the Cayman Plan Ancillary Agreements to which it is a party, the performance and compliance by Parent and Merger Sub with each of its obligations herein and therein, and the consummation by Parent and Merger Sub of the Transactions and directing that this Agreement be submitted the other transactions contemplated by such Ancillary Agreements applicable to Parent, as sole shareholder it have been duly authorized by all necessary corporate action on the part of Parent and 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 this Agreement and the Cayman Plan of Merger. No no other corporate action proceedings on the part of Parent or Merger Sub is and no shareholder votes are necessary to authorize, adopt or approve, as applicable, authorize this Agreement or to consummate the Merger consummation by ▇▇▇▇▇▇ and the other transactions contemplated by this Agreement (except for the filing ▇▇▇▇▇▇ Sub of the Cayman Plan of Merger and other documents required Transactions to effect the Merger pursuant to the Cayman Companies Law)which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and the Ancillary Agreements to which it is a party dated on or before the date hereof and, assuming the due authorization, execution and delivery by the Company, this Agreement and each Ancillary 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 exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equitybrought. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent The execution 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 delivery by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. 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 Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance Sellers of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As consummation by Sellers of the date of this Agreement, such resolutions Transactions have not been amended duly authorized by all necessary corporate or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement other organizational action and the Cayman Plan of Merger. No no other corporate action or proceeding on the part of Parent Sellers or Merger Sub their respective equityholders is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by authorize this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Lawincluding any shareholder vote or approval). Each of Parent and Merger Sub has Sellers have duly executed and delivered this Agreement andAgreement, and this Agreement, assuming the due authorization, execution and delivery by the Company, of this Agreement by Purchaser, constitutes their legal, valid and binding obligation, enforceable against them in accordance with its terms and conditions, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles as to enforceability (whether considered in a Proceeding in equity or at Law). The execution and delivery by each Seller of each other Transaction Agreement to which it is or will be party and the consummation by each Seller of the Transactions have been, or will be at the Closing, as applicable, duly authorized by all necessary corporate or other organizational action and no other action or proceeding on the part of such Seller or any of its equityholders is necessary to authorize the Transaction Agreements or the Transactions. Each Seller has, or will have at the Closing, as applicable, duly executed and delivered each other Transaction Agreement to which it is or will be party, and each such Transaction Agreement, assuming the due authorization, execution and delivery of each such Transaction Agreement by Purchaser or its Affiliate, constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement may be limited by subject to the effects of bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other Laws relating to or similar Laws affecting creditors’ rights generally and by general equitable principles of equity(whether considered in a Proceeding in equity or at Law). (b) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub Seller has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyTransactions. 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 by Seller of this Agreement each Transaction Document to which it is or is contemplated to be a party and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As consummation by Seller of the date of this Agreement, such resolutions Transactions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger 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 this Agreement and the Cayman Plan of Merger. No other duly authorized by all requisite corporate action on the part of Parent or Merger Sub is 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 Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Seller. Each of Parent and Merger Sub Seller has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Companyother parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Seller in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). At or prior to the Closing, Seller will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar Laws affecting creditors’ rights generally and or by general principles governing the availability of equityequitable remedies). (b) No “fair price”The Board of Directors of Seller, “moratorium”at a meeting duly called and held, “control share acquisition” duly adopted resolutions approving the entry into of this Agreement and the other Transaction Documents to which Seller is or other similar antitakeover statute or similar statute or regulation applies with respect is contemplated to this Agreementbe a party, the Merger Acquisition and the other Transactions. No vote or any consent of the other transactions contemplated by this Agreementholders of any class or series of capital stock of Seller is necessary to consummate the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub Company has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Merger Transactions. The execution and delivery by Company of each Transaction Document to which it is or is contemplated to be a party and the other transactions contemplated consummation by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote Company of the directors present at a meeting Transactions has been duly called at which a quorum authorized by the Board of directors Directors of Parent was presentCompany and, (i) approving except for the executionCompany Stockholder Approval, 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 Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger 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 this Agreement and the Cayman Plan of Merger. No no other corporate action proceedings on the part of Parent or Merger Sub is Company are necessary to authorize, adopt authorize the Transaction Documents to which it is or approve, as applicable, this Agreement is contemplated to be a party or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing consummation of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Transactions. Each of Parent and Merger Sub Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Companyother parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Company in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Upon the execution and delivery by Company of each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party, will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar Laws affecting creditors’ rights generally and or by general principles governing the availability of equityequitable remedies). (b) No “fair price”, “moratorium”, “control share acquisition” In resolutions adopted on or other similar antitakeover statute or similar statute or regulation applies with respect prior to the date of this Agreement, the Merger or any Board of Directors of Company has (i) determined that this Agreement is advisable, fair to and in the other transactions contemplated by best interests of Company and the sole stockholder of Company, and declared it advisable that Company enter into this Agreement and consummate the Transactions, (ii) adopted resolutions approving and declaring the advisability of this Agreement, each other Transaction Document to which Company is or is contemplated to be a party, and the consummation of Transactions to which it is a party, (iii) adopted resolutions recommending that the sole stockholder of Company give the Company Stockholder Approval and (iv) directed that this Agreement be submitted to the sole stockholder of Company for adoption, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) The only vote or Consent of holders of any class or series of capital stock of Company necessary to approve the Transactions is the Company Stockholder Approval.

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 Agreement and to consummate the Merger each of Parent and the other transactions contemplated by this Agreement. Merger Sub has all necessary requisite corporate power and authority to execute and deliver the Cayman Plan of Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated therebyTransactions. The Parent Board has duly adopted resolutions, by unanimous vote of resolutions (a) determining that the directors present at a meeting duly called at which a quorum of directors of Parent was present, Per Share Merger Consideration constitutes fair value for each Common Share; (ib) approving the execution, delivery and performance of this Agreement and the Statutory Merger Agreement by Parent; and (iic) determining that entering into this Agreement and the Statutory Merger Agreement is in the best interests of Parent and its stockholdersshareholders. As of the date of this AgreementAgreement Date, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (ia) determining that the Per Share Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (b) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, Statutory Merger Agreement by Merger Sub; (iic) determining that the terms of this Agreement and the Cayman Plan of Statutory Merger Agreement are in the best interests of Merger Sub and of Parent, as its sole shareholder, ; (iiid) declaring this Agreement advisable and the Statutory Merger Agreement advisable; and (ive) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of 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 committed to adopt and approve this Agreement, the Statutory Merger Agreement immediately after the Parties’ execution and the Cayman Plan delivery hereof. Except for corporate approvals already obtained and Parent’s foregoing approval as sole shareholder of Merger. No Merger Sub, no other corporate action proceedings (including, for the avoidance of doubt, any shareholder approval) on the part of Parent or Parent, Merger Sub is 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 Transactions (except for executing and delivering the Statutory Merger Agreement, the filing of the Cayman Plan of Merger and other documents required to effect Application with the Merger Registrar pursuant to the Cayman Bermuda Companies LawAct and the filing of the Schedule 13E-3 with the SEC). Each of Parent and Merger Sub has duly executed and delivered this 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, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this 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 Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyTransactions. The Parent Board has adopted resolutions, execution and delivery 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 each of Parent and its stockholders. As Me▇▇▇▇ ▇ub of each Transaction Document to which it is or is contemplated to be a party and the consummation by each of Parent and Merger Sub of the date Transactions have been duly authorized by the Boards of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery Directors of Parent and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger 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 this Agreement and the Cayman Plan of Merger. No no other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt authorize the Transaction Documents to which it is or approve, as applicable, this Agreement is contemplated to be a party or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing consummation of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)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 Companyother parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Parent and Merger Sub in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Upon the execution and delivery by each of Parent and Merger Sub of each other Transaction Document to which it is or is contemplated to be a party and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar Laws affecting creditors’ rights generally and generally, or by general principles governing the availability of equityequitable remedies). (b) No “fair price”, “moratorium”, “control share acquisition” In resolutions adopted on or other similar antitakeover statute or similar statute or regulation applies with respect prior to the date of this Agreement, the Merger or any Board of Directors of Parent has (i) determined that the other transactions contemplated by this Agreement.Merger, upon the terms and subject to the conditions set forth herein, is fair to and in the best interests of Parent and its equityholders and

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub Purchaser has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyTransactions. 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 by Purchaser of this Agreement each Transaction Document to which it is or is contemplated to be a party and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As consummation by Purchaser of the date of this Agreement, such resolutions Transactions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger 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 this Agreement and the Cayman Plan of Merger. No other duly authorized by all requisite corporate action on the part of Parent or Merger Sub is 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 Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Purchaser. Each of Parent and Merger Sub Purchaser has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Companyother parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Purchaser in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). At or prior to the Closing, Purchaser will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar Laws affecting creditors’ rights generally and generally, or by general principles governing the availability of equityequitable remedies). (b) No “fair price”The Board of Directors of Purchaser, “moratorium”at a meeting duly called and held, “control share acquisition” duly adopted resolutions approving the entry into of this Agreement and the other Transaction Documents to which Purchaser or other similar antitakeover statute any Purchaser Sub is or similar statute or regulation applies with respect is contemplated to this Agreementbe a party, the Merger Acquisition and the other Transactions. No vote or consent of the holders of any class or series of Purchaser capital stock is necessary to consummate any of the other transactions contemplated by this AgreementTransactions.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Parent, Merger Sub and Merger Sub LLC has all requisite corporate full power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder under this Agreement and to consummate the Merger Transactions. The execution and the other transactions contemplated delivery by this Agreement. each of Parent, Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. 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 LLC of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery performance and performance compliance by Parent with each of this Agreement its obligations herein and the Cayman Plan consummation by it of Mergerthe Transactions have been duly authorized by all necessary corporate or limited liability company action on the part of Parent, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 LLC subject in the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As case of the date Share Issuance, to receipt of this Agreement, such resolutions have not been amended or withdrawnthe Parent Stockholder Approval. Parent, as sole shareholder stockholder of Merger Sub, has adopted approved this Agreement and the Cayman Plan of MergerAgreement. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approveParent, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan sole member of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)LLC, has approved this Agreement. Each of Parent Parent, Merger Sub and Merger Sub LLC has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the CompanyCompany of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited by bankruptcybrought. None of Parent, insolvencyMerger Sub or Merger LLC is, reorganization or similar Laws affecting creditors’ rights generally and by general principles nor at any time during the last three years has been, an “interested stockholder” of equitythe Company as defined in Section 203. (b) No The Board of Directors of Parent (the “Parent Board”), at a meeting duly called and held duly and unanimously (with one director recusing himself) adopted resolutions (i) approving this Agreement, the Merger, the Subsequent Merger, the Share Issuance and the other Transactions, (ii) determining that the terms of the Merger, the Subsequent Merger, the Share Issuance and the other Transactions are fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to and in the best interests of Parent and its stockholders and (iii) recommending that Parent’s stockholders approve the Share Issuance. Such resolutions are sufficient to render inapplicable to this Agreement, the Merger, the Subsequent Merger, the Share Issuance and the other Transactions the provisions of Section 203. No other Takeover Laws apply or purport to apply to this Agreement, the Merger, the Subsequent Merger or any other Transaction. (c) Assuming that neither the Company nor any of its “affiliates” or “associates” is an “interested stockholder” (each term, as defined in Section 203), the only vote of holders of any class or series of Parent Capital Stock necessary to approve this Agreement, the Merger, the Subsequent Merger, the Share Issuance and the other Transactions is the approval of the Share Issuance by the holders of a majority of the shares of Parent Capital Stock entitled to vote and present in person or represented by proxy at the Parent Stockholder Meeting (the “Parent Stockholder Approval”). The affirmative vote of the holders of Parent Capital Stock, or any of them, is not necessary to consummate any Transaction other transactions contemplated by this Agreementthan the Share Issuance.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub the PECO Parties has all the requisite corporate power and authority to execute and deliver this AgreementAgreement and each of the Ancillary Agreements to which it is, to perform its obligations hereunder or will be, a party and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority Transactions to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebywhich it is, or will be, a party. The Parent Board has adopted resolutions, execution and delivery by unanimous vote each 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 PECO Parties of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As each of the date of this AgreementAncillary Agreements to which it is, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the executionwill be, delivery and performance of this Agreement a party and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As consummation by such Person of the date of this AgreementTransactions to which it is, or will be, a party have been duly authorized by all necessary corporate, limited liability company, partnership or other comparable actions by such resolutions have not Person. This Agreement has been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement duly executed and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated delivered by this Agreement (except for the filing each of the Cayman Plan PECO Parties and constitutes a valid and binding obligation by each of Merger and the PECO Parties, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other documents required to effect similar Laws, now or hereafter in effect, affecting the Merger pursuant to the Cayman Companies Lawenforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). Each of Parent and Merger Sub has the PECO Parties at or before the Closing will have duly executed and delivered each Ancillary Agreement to which it is contemplated, pursuant to this Agreement, to be a party and each Ancillary Agreement andto which it is contemplated, pursuant to this Agreement, to be a party will after the Closing constitute, assuming the due and valid authorization, execution and delivery thereof by the Companyother parties thereto, this Agreement constitutes its the applicable PECO Party’s, legal, valid and binding obligation, enforceable against it such PECO Party, in accordance with its terms exceptterms, in each case, except as enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally and or by general equitable principles (regardless of equitywhether enforceability is considered in a proceeding in equity or at law). (b) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each The Company has all necessary power and authority to enter into, execute and deliver this Agreement and any Ancillary Agreement to which it is a party, to perform and comply with each of its obligations under this Agreement and such Ancillary Agreements and, assuming the accuracy of the representations and warranties of Parent and Merger Sub has all requisite corporate power in Section 4.7 and authority subject to execute the receipt of the Company Stockholder Approval and deliver this Agreementcompliance with Regulatory Laws, to perform its obligations hereunder and to consummate the Merger Transactions and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. 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 presentin each case, (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 Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that accordance with the terms of this Agreement and the Cayman Plan Ancillary Agreements to which it is a party. The adoption, execution and delivery by the Company of Merger 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 the Cayman Plan Ancillary Agreements to which it is a party, the performance and compliance by the Company with each of Merger its obligations herein and directing that this Agreement be submitted to Parenttherein, as sole shareholder of Merger Sub, for adoption. As and the consummation by it of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement Transactions and the Cayman Plan of Merger. No other transactions contemplated by such Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Parent or Merger Sub is necessary to authorizethe Company, adopt or approve, as applicable, this Agreement or to consummate assuming the Merger and the other transactions contemplated by this Agreement (except for the filing accuracy of the Cayman Plan of Merger representations and other documents required to effect the Merger pursuant to the Cayman Companies Law). Each warranties of Parent and Merger Sub in Section 4.7 and subject to receipt of the Company Stockholder Approval, and no 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. The Company has duly and validly executed and delivered this Agreement and the Ancillary Agreements to which it is a party dated on or before the date hereof and, assuming the due authorization, execution and delivery by the CompanyP▇▇▇▇▇ and Merger Sub, this Agreement and each Ancillary Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms exceptterms, in each case, as enforcement subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or similar Laws other laws of general application relating to or affecting creditors’ rights generally of creditors and by subject, as to enforceability, to general principles of equityequity (“Bankruptcy and Enforceability Exceptions”). (b) No “fair price”The Company Board, “moratorium”at a meeting duly called and held, “control share acquisition” unanimously duly adopted resolutions (which, as of the execution and delivery of this Agreement by the Parties, have not been rescinded, modified or other similar antitakeover statute or similar statute or regulation applies with respect to withdrawn in any way and are in full force and effect) (i) determining that this Agreement, the Merger or any of Ancillary Agreements to which the Company is a party and the Transactions, including the Merger, and the other transactions contemplated by such Ancillary Agreements are advisable, fair to and in the best interests of the Company and its stockholders, approving this Agreement, the Ancillary Agreements to which the Company is a party and the Transactions, including the Merger, and the other transactions contemplated by such Ancillary Agreements, and declaring that this Agreement, the Ancillary Agreements to which the Company is a party and the Transactions, including the Merger, and the other transactions contemplated by such Ancillary Agreements are advisable, fair to and in the best interests of the Company and its stockholders, (ii) directing that this Agreement and the Transactions, including the Merger, be submitted to the stockholders of the Company for its adoption and approval, and (iii) recommending that the Company’s stockholders adopt and approve this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”). (c) The only vote or consent of holders of any class or series of Shares or other Equity Interests of the Company necessary to adopt or approve this Agreement and the Ancillary Agreements to which the Company is a party and to consummate the Transactions, including the Merger, and the other transactions contemplated by such Ancillary Agreements is the affirmative vote or consent of a majority of the votes cast by the holders of Shares that are outstanding and entitled to vote thereon at the Company Stockholders Meeting (the “Company Stockholder Approval”). No other vote of the holders of Shares or any other Equity Interests of the Company, including any vote under Article Tenth of the Company Charter, is necessary to consummate the Transactions. Except for the Company Stockholder Approval and the filing of the Certificate of Merger as required by the NJBCA, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, the Ancillary Agreements to which the Company is a party, the performance by the Company of its covenants or obligations hereunder or thereunder or the consummation of the Transactions or the other transactions contemplated by such Ancillary Agreements.

Authority; Execution and Delivery; Enforceability. (a) Each member of Parent and Merger Sub the Seller Group has all the requisite corporate (or similar organizational) power and authority to execute and deliver this Agreement and the other agreements and instruments to be executed and delivered by it in connection with this Agreement, including each Local Transfer Agreement, the Transition Services Agreement, the Trademark License Agreement, the Saluggia Leases and the agreements entered into and documents executed in connection with the implementation of the Restructuring (the “Ancillary Agreements”) to perform its obligations hereunder which it will be a party and to consummate the Merger Acquisition, to the extent applicable, and the other transactions contemplated to be consummated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, it 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 stockholderssuch Ancillary Agreements. As Each member of the date Seller Group has taken all corporate (or similar organizational) action required by its articles of this Agreementassociation, such resolutions have not been amended certificate of incorporation, bylaws or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving similar organizational documents, as applicable, to authorize the execution, execution and delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that Ancillary Agreements to which it will be a party and to authorize the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As consummation of the date of this AgreementAcquisition, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and to the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as extent applicable, this Agreement or to consummate the Merger and the other transactions contemplated to be consummated by it by this Agreement (except for the filing and such Ancillary Agreements. Each member of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law). Each of Parent and Merger Sub Seller Group has duly executed and delivered this Agreement and, prior to the Applicable Closing Date, will have duly executed and delivered each Ancillary Agreement to which it will be a party, and (assuming the due authorization, execution and delivery by Purchaser) this Agreement constitutes, and each Ancillary Agreement to which it will be a party will after the Applicable Closing Date (assuming the due authorization, execution and delivery by the Companyother parties thereto) constitute, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each casesubject, as enforcement may be limited by to enforcement, to applicable bankruptcy, insolvency, reorganization moratorium, reorganization, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and by to general equitable principles of equity(whether considered in a proceeding in equity or at law) (the “Enforceability Exceptions”). (b) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub Such Stockholder has all requisite corporate the legal capacity, power and authority to execute and deliver enter into this Agreement, to perform its such Stockholder's obligations hereunder and to consummate the Merger transactions contemplated hereby. If such Stockholder is a corporation or other legal entity, the execution and delivery of this Agreement by such Stockholder and the other transactions contemplated consummation by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan such Stockholder of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutionshereby have been duly and validly authorized by all necessary corporate, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was presentlimited liability company or other action and no other corporate, (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 limited liability company or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger 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 this Agreement and the Cayman Plan of Merger. No other corporate action proceedings on the part of Parent or Merger Sub is such Stockholder are necessary to authorize, adopt or approve, as applicable, authorize this Agreement or to consummate the Merger and the other transactions contemplated by this hereby. This Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law). Each of Parent and Merger Sub has been duly executed and delivered this Agreement by such Stockholder and, assuming the its due authorization, execution and delivery by the CompanyPurchaser and Merger Sub, this Agreement constitutes its a legal, valid and binding obligationobligation of such Stockholder, enforceable against it such Stockholder in accordance with its terms exceptterms, in each case, except as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization or reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ ' rights generally and by the application of general principles of equity. (bi) No “fair price”The execution and delivery of this Agreement by such Stockholder does not, “moratorium”and the performance by such Stockholder of its obligations under this Agreement will not, “control share acquisition” (x) to the extent applicable, conflict with or violate, result in a breach of, constitute a default under, the certificate of incorporation, bylaws or other similar antitakeover statute organizational document of such Stockholder, (y) subject to compliance with the requirements set forth in Section 6(b)(ii) below, conflict with or similar statute violate any Law applicable to such Stockholder or regulation applies by which any of his, her or its properties is bound or affected, or (z) result in any breach of or constitute a default (or an event which with respect notice or lapse of time or both would become a default) under, or give to this Agreementothers any rights of termination, amendment, acceleration or cancellation of, or result in the Merger creation of an Encumbrance on any of the properties or assets of such Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of his, her or its properties or assets is bound except, in the other transactions contemplated by case of clauses (y) and (z) above for any such conflicts, violations, breaches, defaults, accelerations or occurrences that in the aggregate would not and would not reasonably be expected to prevent the consummation of the Merger, delay the same in any material respect, or otherwise prevent such Stockholder from performing his, her or its obligations under this Agreement. (ii) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or the giving of notice to, any Governmental Entity, except (x) for applicable requirements, if any, of the HSR Act and state blue sky Laws, and filing and recordation of appropriate merger documents as required by the DGCL, and (y) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent the consummation of the Merger, delay the same in any material respect, or otherwise prevent such Stockholder from performing his, her or its obligations under this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Parent, Merger Sub and Merger Sub LLC has all requisite corporate full power and authority to execute and deliver this AgreementAgreement and the Parent Ancillary Agreements to which it is a party, to perform and comply with each of its obligations hereunder under this Agreement and such Parent Ancillary Agreements and to consummate the Merger Transactions. The execution and the other transactions contemplated delivery by this Agreement. each of Parent, Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. 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 LLC of this Agreement and (ii) determining that entering into this Agreement is in such Parent Ancillary Agreements, the best interests of Parent performance and its stockholders. As of the date of this Agreementcompliance by Parent, 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 and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Merger LLC with each of its respective obligations herein and therein and the consummation by it of the Transactions have been duly authorized by all necessary corporate or limited liability company action on the part of Parent, as its sole shareholderMerger Sub and Merger LLC subject, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and in the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As case of the date Share Issuance, to receipt of this Agreement, such resolutions have not been amended or withdrawnthe Parent Stockholder Approval. Parent, as sole shareholder stockholder of Merger SubSub and sole member of Merger LLC, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is 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 Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Agreement. Each of Parent Parent, Merger Sub and Merger Sub LLC has duly executed and delivered this Agreement and the Signing Date Parent Ancillary Agreements and, (i) assuming the due authorization, execution and delivery by the CompanyCompany Parties of this Agreement, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms exceptand (ii) assuming the due authorization, execution and delivery by the Company Parties of the Signing Date Parent Ancillary Agreements, such Signing Date Parent Ancillary Agreements constitute legal, valid and binding obligations of Parent enforceable against it in each caseaccordance with their respective terms, except in the case of clauses (i) and (ii) as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equitybrought. (b) No The Board of Directors of Parent (the “fair priceParent Board”), “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to at a meeting duly called and held duly and unanimously adopted resolutions approving this Agreement, the Merger or any Mergers, the Share Issuance and the other Transactions, determining that the terms of the Mergers, the Share Issuance and the other transactions contemplated by Transactions are fair to and in the best interests of Parent and its stockholders (the “Parent Determination”) and (iii) recommending that Parent’s stockholders approve the Share Issuance. Unless a Parent Adverse Recommendation Change has occurred in accordance with Section 6.03(e) or 6.03(f), such resolutions remain in full force and effect and have not been modified, rescinded, amended or withdrawn. (c) The only vote of holders of any class or series of Parent’s capital stock or of any other securities of Parent necessary to approve this Agreement, the Parent Ancillary Agreements, the Mergers, the Share Issuance and the other Transactions is the approval of the Share Issuance by the holders of a majority of the shares of Parent Common Stock entitled to vote and present in person or represented by proxy at the Parent Stockholders Meeting (the “Parent Stockholder Approval”). The affirmative vote of the holders of Parent Common Stock or of any other securities of Parent is not necessary to consummate any Transaction other than the Share Issuance.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent the Seller and Merger Sub PEL has all the requisite corporate power power, authority and authority full legal right to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger Agreement and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority Ancillary Agreements to execute and deliver the Cayman Plan of Merger which it will be a party and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, to be consummated 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 it pursuant to this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholderssuch Ancillary Agreements. As Each of the date of this AgreementSeller and PEL has taken all corporate or limited liability action, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving as applicable, required by its organizational documents to authorize the execution, execution and delivery and performance of this Agreement and the Cayman Plan Ancillary Agreements to which it will be a party and to authorize the consummation of Merger, (ii) determining that the terms of transactions contemplated to be consummated by it pursuant to this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger 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 this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is 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 Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Ancillary Agreements. Each of Parent the Seller and Merger Sub PEL is qualified or otherwise authorized to do business under the laws of every other jurisdiction in which such qualification or authorization is necessary under applicable Law, except as would not reasonably be expected to be material to the Operating Companies taken as a whole. Each of the Seller and PEL has duly executed and delivered this Agreement and, prior to the Closing, will have duly executed and delivered each Ancillary Agreement to which it will be a party, and (assuming the due authorization, execution and delivery by the Company, other parties hereto) this Agreement constitutes constitutes, and each Ancillary Agreement to which it will be a party will from and as of the Closing (assuming the due authorization, execution and delivery by the other parties thereto) constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each casesubject, as enforcement may be limited by to enforcement, to applicable bankruptcy, insolvency, reorganization moratorium, reorganization, fraudulent conveyance or similar Laws laws affecting the enforcement of creditors’ rights generally and by to general equitable principles of equity(whether considered in a proceeding in equity or at law) (the “Enforceability Exceptions”). (b) No “fair price”stockholder or equityholder approval other than the PEL Shareholder Approval is required on behalf of the Seller or PEL for the execution, “moratorium”, “control share acquisition” delivery or other similar antitakeover statute or similar statute or regulation applies with respect to performance of this Agreement, the Merger Agreement or any Ancillary Agreement. The Board of Directors has adopted resolutions pursuant to which the other transactions contemplated by this AgreementCompany Board Recommendation has been adopted.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyTransactions. The Parent Board has adopted resolutions, execution and delivery 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 each of Parent and its stockholders. As ▇▇▇▇▇▇ Sub of each Transaction Document to which it is or is contemplated to be a party and the consummation by each of Parent and Merger Sub of the date Merger Transactions have been duly authorized by the Boards of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery Directors of Parent and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger 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 this Agreement and the Cayman Plan of Merger. No no other corporate action proceedings on the part of Parent or Merger Sub is are necessary to authorize, adopt authorize the Transaction Documents to which it is or approve, as applicable, this Agreement is contemplated to be a party or to consummate the consummation of the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)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 Companyother parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Parent and Merger Sub in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Upon the execution and delivery by each of Parent and Merger Sub of each other Transaction Document to which it is or is contemplated to be a party and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar Laws affecting creditors’ rights generally and generally, or by general principles governing the availability of equityequitable remedies). (b) No “fair price”, “moratorium”, “control share acquisition” In resolutions adopted on or other similar antitakeover statute or similar statute or regulation applies with respect prior to the date of this Agreement, the Board of Directors of Parent has (i) determined that the Merger, upon the terms and subject to the conditions set forth herein, is fair to and in the best interests of Parent and its stockholders and (ii) approved and declared advisable this Agreement, each other Transaction Document to which Parent is or is contemplated to be a party and the Merger Transactions. (c) In resolutions adopted on or prior to the date of this Agreement, the Board of Directors of Merger Sub has (i) approved and declared advisable this Agreement, each other Transaction Document to which it is or is contemplated to be a party and the Merger Transactions and (ii) resolved to recommend adoption of this Agreement to Parent, as the sole stockholder of Merger Sub, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (d) The only vote or consent of holders of any class or series of capital stock of Merger Sub necessary to adopt this Agreement and the other transactions contemplated Merger is the affirmative vote of Parent in its capacity as the sole stockholder of Merger Sub, which adoption shall be provided by the written consent of Parent immediately following the execution of this Agreement. (e) No vote or Consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Weyerhaeuser and Merger Sub the Spinco Parties has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Merger Transactions. The execution and delivery by Weyerhaeuser and the other transactions Spinco Parties of each Transaction Document to which they are or are contemplated to be a party and the consummation by this Agreement. Merger Sub has all necessary corporate power Weyerhaeuser and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote Spinco Parties of the directors present at a meeting Transactions have been 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 Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger 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 this Agreement and the Cayman Plan of Merger. No other corporate authorized by all requisite action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger Weyerhaeuser and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Spinco Parties. Each of Parent Weyerhaeuser and Merger Sub the Spinco Parties has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Companyother parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against each of Weyerhaeuser and such Spinco Parties in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Effective Time, each of Weyerhaeuser and the Spinco Parties will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and or by general principles governing the availability of equityequitable remedies). (b) No The Boards of Directors of Weyerhaeuser, Spinco and each of the Newco Subsidiaries have duly and unanimously approved this Agreement and the other Transaction Documents to which they are or are contemplated to be a party. Weyerhaeuser, as the sole member and manager of Newco, has duly approved this Agreement and the other Transaction Documents to which Newco is or is contemplated to be a party. (c) As of the date hereof, the sole stockholder of Spinco is Weyerhaeuser. Immediately after execution of this Agreement, Weyerhaeuser will approve and adopt (the “fair priceSpinco Stockholder Approval”) either by written consent or at a meeting of the sole stockholder of Spinco, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to all aspects of this Agreement, the Merger other Transaction Documents to which Spinco is or any is contemplated to be a party and the Transactions, in each case which require the consent of Spinco’s stockholders under the other transactions contemplated by DGCL, Spinco’s certificate of incorporation or Spinco’s by-laws. The approval of Weyerhaeuser’s shareholders is not required to effect the Transactions. Upon obtaining the Spinco Stockholder Approval, the approval of Spinco’s stockholders after the Distribution Date will not be required to effect the Transactions, unless this AgreementAgreement is amended after the Distribution Date and such approval is required, solely as a result of such amendment, under the DGCL, Spinco’s certificate of incorporation or Spinco’s by-laws.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent, each Seller and each other Parent and Merger Sub Subsidiary has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder and thereunder and, other than the passing of the Parent Shareholder Resolution at the Parent Shareholder Meeting, to consummate the Merger Transactions. The execution and delivery by Parent, each Seller and each other Parent Subsidiary of each Transaction Document to which it is or is contemplated to be a party and the consummation by Parent, each Seller and each other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote Subsidiary of the directors present at a meeting Transactions have been duly called at which a quorum authorized by the Board of directors Directors of Parent was presentor, (i) approving to the executionextent necessary, delivery the analogous governing body of each Seller or such other Parent Subsidiary, 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 Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger 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 this Agreement and the Cayman Plan of Merger. No no other corporate action or similar proceedings on the part of Parent, Sellers or any other Parent or Merger Sub is Subsidiary are necessary to authorizeauthorize the Transaction Documents or, adopt or approve, as applicable, this Agreement or to consummate other than the Merger and the other transactions contemplated by this Agreement (except for the filing passing of the Cayman Plan Parent Shareholder Resolution at the Parent Shareholder Meeting, the consummation of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Transactions. Each of Parent and Merger Sub each Seller has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Companyother parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Parent and each Seller in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Parent, each Seller and each other Parent Subsidiary will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar Laws affecting creditors’ rights generally and or by general principles governing the availability of equityequitable remedies). (b) No “fair price”The Board of Directors of Parent and the Board of Directors of each Seller have duly adopted resolutions approving the Acquisition and the other Transactions, “moratorium”which resolutions have not been subsequently rescinded, “control share acquisition” modified or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, withdrawn in any way. (c) Other than the Merger or any passing of the other transactions contemplated by Parent Shareholder Resolution at the Parent Shareholder Meeting, no vote or consent of holders of any class or series of capital stock of Parent is necessary to approve this AgreementAgreement or the consummation of the Transactions.

Authority; Execution and Delivery; Enforceability. (a) Each of The adoption, execution and delivery by 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. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. 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 Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement Ancillary Agreements to which they are a party and the Cayman Plan of Merger are in the best interests of consummation by Parent and Merger Sub of the Transactions and Parentthe transactions contemplated by such Ancillary Agreement, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Parent or Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parentas applicable, 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 this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of Parent or and Merger Sub is 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 Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Sub. Each of Parent and Merger Sub has duly executed and delivered this Agreement and the Ancillary Agreements to which it is a party, 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, in each case, (except insofar as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar other Laws of general applicability relating to or affecting creditors’ rights generally and rights, or by general principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). (b) No “The Parent Board, acting pursuant to unanimous written consent, (i) determined that this Agreement and the Transactions, including the Merger, are advisable, fair price”to, “moratorium”and in the best interests of, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this AgreementParent and Parent’s stockholders and (ii) adopted, the Merger or any of the other transactions contemplated by approved and declared advisable this Agreement. (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, including the Merger, are advisable, fair to, and in the best interests of, Parent, Merger Sub’s sole stockholder, (ii) approved this Agreement and the Transactions, including the Merger, and declared that this Agreement and the Transactions, including the Merger, are advisable, fair and in the best interest of Merger Sub and Parent, as the sole stockholder of Merger Sub, (iii) directed that this Agreement be submitted to Parent, as the sole stockholder of Merger Sub, for its adoption and approval and (iv) resolved to recommend that Parent, as the sole stockholder of Merger Sub, votes to adopt this Agreement and approve the Transactions, including the Merger, and Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub approving this Agreement and the Transactions, including the Merger, in accordance with the DGCL, such approval to be effective immediately following the execution and delivery of this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent PropCo Buyer and PropCo Merger Sub has all requisite necessary corporate or organizational power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder under this Agreement and to consummate the Merger Transactions applicable to such party. The execution and the other transactions contemplated delivery by this Agreement. each of PropCo Buyer and PropCo Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. 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 the performance and compliance by PropCo Buyer and PropCo Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance with each of this Agreement its obligations herein and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement consummation by PropCo Buyer and the Cayman Plan of Merger are in the best interests of PropCo 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 the Cayman Plan of Merger 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 Transactions applicable to it have not been amended duly authorized by all necessary corporate or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate organizational action on the part of Parent PropCo Buyer and PropCo Merger Sub, subject to the filings with, and acceptance for record by, the Secretary of State of the State of Minnesota and the Secretary of State of the State of Delaware described in Section 1.8, and no other corporate or organizational proceedings on the part of PropCo Buyer or PropCo Merger Sub is and no shareholder votes are necessary to authorize, adopt or approve, as applicable, authorize this Agreement or to consummate the consummation by PropCo Buyer and PropCo Merger and the other transactions contemplated by this Agreement (except for the filing Sub of the Cayman Plan of Merger and other documents required Transactions to effect the Merger pursuant to the Cayman Companies Law)which it is a party. Each of Parent PropCo Buyer and PropCo Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the CompanyCompany and OpCo Buyer of this Agreement, this Agreement constitutes its PropCo Buyer’s and PropCo Merger Sub’s legal, valid and binding obligation, enforceable against it each of PropCo Buyer and PropCo Merger Sub in accordance with its terms exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited by bankruptcybrought. No vote of the holders of any class or series of shares of capital stock of PropCo Buyer is required in connection with the execution, insolvencydelivery and performance of this Agreement and the Merger, reorganization or similar Laws affecting creditors’ rights generally including for the payment and by general principles issuance of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this AgreementConsideration at Closing.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Seller, Seller Guarantor and Merger Sub their applicable affiliates has all the requisite corporate (or similar organizational) power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger Agreement and the other transactions contemplated agreements, certificates and instruments to be executed and delivered by it in connection with this Agreement. Merger Sub has all necessary corporate power and authority Agreement (the “Ancillary Agreements”) to execute and deliver the Cayman Plan of Merger which it will be a party and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, to be consummated 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 it by this Agreement and such Ancillary Agreements. Each of Seller, Seller Guarantor and their applicable affiliates has taken all corporate (iior similar organizational) determining that entering into this Agreement is in action required by its articles of association, certificate of incorporation, bylaws or similar organizational documents, as applicable, to authorize the best interests of Parent execution and its stockholders. 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 and the Cayman Plan Ancillary Agreements to which it will be a party and to authorize the consummation of Merger, (ii) determining that the terms of transactions contemplated to be consummated by it by this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger 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 this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is 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 Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Ancillary Agreements. Each of Parent Seller, Seller Guarantor and Merger Sub their applicable affiliates has duly executed and delivered this Agreement and, prior to Closing Date, will have duly executed and delivered each Ancillary Agreement to which it is contemplated hereby that it will be a party, and (assuming the due authorization, execution and delivery by Purchaser) this Agreement constitutes, and each Ancillary Agreement to which it will be a party will after the Closing Date (assuming the due authorization, execution and delivery by the Companyother parties thereto) constitute, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each casesubject, as enforcement may be limited by to enforcement, to applicable bankruptcy, insolvency, reorganization moratorium, reorganization, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and by to general equitable principles of equity(whether considered in a proceeding in equity or at law) (the “Enforceability Exceptions”). (b) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all the requisite corporate power and authority to execute enter into and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated therebyTransactions. 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, execution and delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of by Parent and its stockholders. 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 and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable the consummation by Parent and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As Sub of the date of this Agreement, such resolutions Transactions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of Parent or and Merger Sub is necessary to authorize, adopt or approve, as applicable, this Sub. This Agreement or to consummate the Merger has been duly executed and the other transactions contemplated delivered by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the 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 exceptterms, in each case, as enforcement may be limited by subject to bankruptcy, insolvency, reorganization reorganization, moratorium or similar Laws affecting creditors’ the enforcement of creditors rights generally and by general equitable principles of equitygeneral applicability. (b) The board of directors of Parent has adopted resolutions approving this Agreement and the Transactions. (c) The board of directors of Merger Sub has adopted resolutions (i) approving and declaring advisable this Agreement and the Transactions and (ii) recommending that Merger Sub’s stockholder approve this Agreement. Parent, as the sole stockholder of Merger Sub, has executed and delivered a unanimous written consent of the sole stockholder of Merger Sub approving this Agreement and the Transactions, approval to be effective immediately following the execution and delivery of this Agreement. No “fair price”, “moratorium”, “control share acquisition” 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 similar antitakeover statute securities of Parent (equity or similar statute or regulation applies with respect otherwise) is necessary to adopt this Agreement, or to approve the Merger or any 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 other transactions contemplated by 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) Each of Parent and Merger Sub each Seller has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Merger Transactions. The execution and delivery by Parent and UK Seller of each Transaction Document to which it is or is contemplated to be a party and the other transactions contemplated consummation by this Agreement. Merger Sub has all necessary corporate power Parent and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote UK Seller of the directors present at a meeting Transactions have been duly called at which a quorum authorized by the Board of directors Directors of Parent was presentand, (i) approving to the executionextent necessary, delivery UK Seller, 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 Agreementno vote, such resolutions have not been amended consent or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger 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 this Agreement and the Cayman Plan of Merger. No other corporate action or similar proceedings or actions on the part of Parent Parent, UK Seller or Merger Sub is any of their respective stockholders or Affiliates, are necessary to authorize, adopt authorize the Transaction Documents or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing consummation of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Transactions. Each of Parent and Merger Sub UK Seller has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Companyother parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Parent and UK Seller in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Parent and each Seller will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar Laws affecting creditors’ rights generally and or by general principles governing the availability of equityequitable remedies). (b) No “fair price”The execution and delivery by Indian Seller of the Indian SPA and the consummation by Indian Seller of the transactions contemplated thereby shall have been duly authorized by the Board of Directors of Indian Seller prior to the Closing Date, “moratorium”, “control share acquisition” or and no other similar antitakeover statute corporate or similar statute or regulation applies with respect proceedings on the part of Indian Seller shall be necessary to this Agreementauthorize the Indian SPA of the transactions contemplated thereby. (c) The Board of Directors of Parent and, to the extent necessary, the Merger or any of UK Seller, in each case, has duly adopted resolutions approving the Acquisition and the other Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (d) Prior to the Closing Date, the Board of Directors of Indian Seller shall have duly adopted resolutions approving the Indian SPA and the transactions contemplated by this Agreementthereby, which resolutions shall not have been subsequently rescinded, modified or withdrawn in any way.

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, each Transaction Agreement to perform its obligations hereunder which it is a party and to consummate the Merger Transaction and the other transactions contemplated by this Agreement. Merger Sub Parent has all necessary full corporate power and corporate authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. 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 prepare and file the execution, delivery and performance of this Agreement Proxy Statement with the SEC relating to the Parent Stockholder Approval and (ii) determining that entering into this distribute the Proxy Statement. The execution and delivery by Parent of each Transaction Agreement to which it is in a party and the best interests of Parent and its stockholders. As consummation by it of the date of this Agreement, such resolutions Transaction have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger 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 this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of Parent, subject to receipt of the Parent or Merger Sub Stockholder Approval and, except as otherwise set forth herein, no other action on the part of Parent is necessary to authorizeauthorize the execution, adopt delivery or approveperformance of this Agreement, as applicablethe other Transaction Agreements, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transaction. (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law). Each of b) Parent and Merger Sub has duly executed and delivered this each Transaction Agreement andto which it is a party, assuming the 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 exceptterms, except that (i) the enforceability hereof and thereof may be subject to applicable bankruptcy, insolvency or other similar Laws now or hereinafter in each caseeffect affecting creditors’ rights generally, as enforcement (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 or similar Laws affecting creditors’ rights generally and by general principles of equitypublic policy. (bc) No “fair price”, “moratorium”, “control share acquisition” The only vote of holders of any class or other similar antitakeover statute or similar statute or regulation applies with respect series of Parent Capital Stock necessary to approve this Agreement, the Merger or any Transaction, the Amended Parent Charter and the Stock Option Plan is (i) the affirmative vote of the other transactions contemplated holders of a majority of the Shares of Parent Common Stock (a majority of the shares of Parent Common Stock represented in person or by this Agreementproxy and entitled to vote at the Special Meeting, for the Stock Option Plan), and (ii) the holders of less than 20% of the Parent Common Stock shall have exercised their conversion rights with respect to their shares of Parent Common Stock (collectively, the “Parent Stockholder Approval”).

Authority; Execution and Delivery; Enforceability. (a) Section 4.2.1. Each of Parent and Merger Acquisition Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger and the other transactions contemplated Transactions to be performed or consummated by each of them in accordance with the terms of this Agreement. Merger Sub has all necessary corporate power The execution and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, delivery 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 each of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Acquisition Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan consummation by each of Merger, (ii) determining that them of the Merger and the other Transactions to be performed or consummated by each of them in accordance with the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger and directing that this Agreement will 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 this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of each of Parent or Merger Sub is necessary to authorizeand Acquisition Sub, adopt or approvesubject, as applicable, this Agreement or to consummate in the Merger and the other transactions contemplated by this Agreement (except for the filing case of the Cayman Plan Merger, to ratification by the Board of Merger Directors of each of Parent and other documents required to effect the Merger pursuant to the Cayman Companies Law)Acquisition Sub and receipt of Parent Stockholder Approval. Each of Parent and Merger Acquisition Sub has duly executed and delivered this Agreement Agreement, and, assuming the 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 exceptterms, in each case, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting laws from time to time in effect which affect creditors’ ' rights generally generally, and by general principles legal and equitable limitations on the availability of equityspecific remedies. Section 4.2.2. Each Board of Directors of Parent and Acquisition Sub, at a meeting duly called and held, will adopt resolutions (bi) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to adopting this Agreement, ratifying the execution and delivery thereof and approving the Merger and the other Transactions to be performed or any consummated by each of them in accordance with the terms of this Agreement, (ii) determining that the terms of the Merger and the other transactions contemplated Transactions to be performed or consummated by each of them in accordance with the terms of this Agreement are fair to and in the best interests of each of them and its stockholders, (iii) directing that this Agreement be submitted to a vote of Parent's stockholders and (iv) recommending that Parent's stockholders approve this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub Subject to Section 8.01, Acquirer has all requisite corporate municipal power and authority to execute and deliver this AgreementAgreement and, upon satisfaction of the conditions to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and Closing set forth in Article VII, to consummate the transactions contemplated therebyhereby. The Parent Board has adopted resolutions, execution and delivery 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 Acquirer 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 Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger 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 this Agreement and the Cayman Plan of Merger. No other corporate duly authorized by all necessary municipal action on the part of Parent or Merger Sub is necessary to authorizeAcquirer, adopt or approveincluding, as applicablewithout limitation, the vote by a minimum of ten (10) members of the Acquirer Governing Body authorizing the execution of this Agreement or by the Acquirer as described in that certain letter from Acquirer’s Corporation Counsel to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing Company Board dated as of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)date hereof. Each of Parent and Merger Sub Acquirer has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Company, and subject to Section 8.01, this Agreement constitutes its will constitute a legal, valid and binding obligationobligation of Acquirer, enforceable against it Acquirer in accordance with its terms exceptterms, in each case, as enforcement except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent transfer or other similar Laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and by general the effect of the principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) No “fair price”Acquisition Subsidiary by the Effective Time, “will have the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Acquisition Subsidiary by the Effective Time will have been duly authorized by its board of directors. This Agreement will by the Effective Time be duly and validly executed and delivered by Acquisition Subsidiary and constitute a valid and binding agreement of Acquisition Subsidiary, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium”, “control share acquisition” fraudulent transfer or other similar antitakeover statute Laws of general applicability relating to or similar statute or regulation applies with respect to this Agreement, affecting the Merger or any enforcement of creditors’ rights and by the effect of the other transactions contemplated by this Agreementprinciples of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Parent, Merger Sub and Secondary Merger Sub has all the requisite corporate power and authority to execute and deliver this Agreement. The execution and delivery by Parent, Merger Sub and Secondary Merger Sub of this Agreement and the consummation by Parent, Merger Sub and Secondary Merger Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Parent, Merger Sub and Secondary Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), and, prior to perform the Effective Time, will be duly and validly authorized by all necessary action by Parent as the sole stockholder of each of Merger Sub and Secondary Merger Sub, subject to the filing with the Secretary of State of the State of Delaware of the Certificate of Merger or Secondary Merger Certificate of Merger, as applicable, in accordance with Section 251 of the DGCL. Each of Parent, Merger Sub and Secondary Merger Sub has duly executed and delivered this Agreement, and (assuming due authorization, execution and delivery by the Company of this Agreement) will constitute a valid and binding obligation of each of Parent, Merger Sub and Secondary Merger Sub, enforceable against it in accordance with its terms, subject to: (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally; and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). (b) Neither the execution and delivery of this Agreement by each of Parent, Merger Sub and Secondary Merger Sub, nor the performance by each of Parent, Merger Sub and Secondary Merger Sub of its obligations hereunder hereunder, the consummation by each of Parent, Merger Sub and Secondary Merger Sub of the Merger, the Secondary Merger and other transactions contemplated hereby, including, with respect to consummate Parent, the delivery by Parent of the Parent Depositary Shares pursuant to the Merger, and compliance by each of Parent, Merger Sub and Secondary Merger Sub with any terms or provisions hereof, will not (i) contravene or violate any provision of the Articles or any comparable charter and organizational documents of Merger Sub or Secondary Merger Sub or (ii) assuming the consents and approvals referred to in Section 4.3(a) hereof are duly obtained, (x) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Encumbrance upon any of the assets of Parent, Merger Sub or Secondary Merger Sub under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease or contract to which Parent, Merger Sub or Secondary Merger Sub is a party, or by which Parent, Merger Sub or Secondary Merger Sub or any of its assets may be bound or affected, except, in the case of this clause (ii)(x), violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, or (y) violate any Laws applicable to Parent, Merger Sub or Secondary Merger Sub, or any of their respective properties or assets, or any of the Permits to which Parent, Merger Sub or Secondary Merger Sub or the Company is subject. (c) Each of the boards of directors of Parent, Merger Sub or Secondary Merger Sub has (i) approved and declared advisable, fair and in the best interests of Parent, Merger Sub or Secondary Merger Sub, as the case may be, this Agreement, the Merger, the Secondary Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. 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 presenthereby, (iii) approving authorized and approved 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 Agreementby Parent, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving or Secondary Merger Sub, as the executioncase may be, delivery and performance subject to the adoption of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, by Parent as sole shareholder stockholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger 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 this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is 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 Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law). Each of Parent and Merger Sub has duly executed and delivered this 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, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Guarantor, Parent and Merger Sub has all requisite corporate necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder under this Agreement and to consummate the Merger and Transactions applicable to such party, subject to, in the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote case of the directors present at a meeting duly called at which a quorum consummation of directors of Parent was presentthe Merger, (i) approving the execution, delivery and performance adoption of this Agreement by Parent as the sole stockholder of Merger Sub. The execution and (ii) determining that entering into this Agreement is in the best interests delivery by each of Guarantor, Parent and its stockholders. As of the date Merger Sub of this Agreement, such resolutions have not been amended or withdrawn. The the performance and compliance by Guarantor, Parent and Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance with each of this Agreement its obligations herein and the Cayman Plan of Mergerconsummation by Guarantor, (ii) determining that the terms of this Agreement Parent and the Cayman Plan of Merger 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 the Cayman Plan of Merger 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 Transactions applicable to it have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other duly authorized by all necessary corporate action on the part of Guarantor, Parent and Merger Sub, and no other corporate proceedings on the part of Guarantor, Parent or Merger Sub is and no stockholder votes are necessary to authorize, adopt or approve, as applicable, authorize this Agreement or the consummation by Guarantor, Parent and Merger Sub of the Transactions to consummate which it is a party, subject to, in the Merger and case of the other transactions contemplated by consummation of the Merger, the adoption of this Agreement (except for by Parent as the filing of the Cayman Plan sole stockholder of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Sub. Each of Guarantor, Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the CompanyCompany of this Agreement, this Agreement constitutes its Guarantor’s, Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against it each of Guarantor, Parent and Merger Sub in accordance with its terms exceptterms, in each caseexcept as limited by Laws affecting the enforcement of creditors’ rights generally, as by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equitybrought. (b) No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent Weyerhaeuser and Merger Sub the Spinco Parties has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Merger Transactions. The execution and delivery by Weyerhaeuser and the other transactions Spinco Parties of each Transaction Document to which they are or are contemplated to be a party and the consummation by this Agreement. Merger Sub has all necessary corporate power Weyerhaeuser and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote Spinco Parties of the directors present at a meeting Transactions have been 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 Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger 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 the Cayman Plan of Merger 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 this Agreement and the Cayman Plan of Merger. No other corporate authorized by all requisite action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger Weyerhaeuser and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law)Spinco Parties. Each of Parent Weyerhaeuser and Merger Sub the Spinco Parties has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Companyother parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against each of Weyerhaeuser and such Spinco Parties in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Effective Time, each of Weyerhaeuser and the Spinco Parties will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, (except insofar as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and or by general principles governing the availability of equityequitable remedies). (b) No The Boards of Directors of Weyerhaeuser and each of the Spinco Parties have duly and unanimously approved this Agreement and the other Transaction Documents to which they are or are contemplated to be a party. Weyerhaeuser, as the sole member and manager of Newco, has duly approved this Agreement and the other Transaction Documents to which Newco is or is contemplated to be a party. (c) As of August 22, 2006, the sole stockholder of Spinco was Weyerhaeuser. Immediately after execution of the Original Agreement, Weyerhaeuser approved and adopted (the “fair priceSpinco Stockholder Approval”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to ) by written consent all aspects of this Agreement, the Merger other Transaction Documents to which Spinco is or any is contemplated to be a party and the Transactions, in each case which require the consent of Spinco’s stockholders under the other transactions contemplated by DGCL, Spinco’s certificate of incorporation or Spinco’s by-laws. The approval of Weyerhaeuser’s shareholders is not required to effect the Transactions. Upon obtaining the Spinco Stockholder Approval, the approval of Spinco’s stockholders after the Distribution Date will not be required to effect the Transactions, unless this AgreementAgreement is amended after the Distribution Date and such approval is required, solely as a result of such amendment, under the DGCL, Spinco’s certificate of incorporation or Spinco’s by-laws.