Common use of Authority; No Conflict; Required Filings and Consents Clause in Contracts

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement Agreement, perform its obligations hereunder and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board board of Directors directors of the Company (the “Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is and this Agreement are fair to and in the best interests of the Company and its stockholders, (iiiii) declared approved the advisability of, approved Merger and adopted this Agreement and declared their advisability in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (viv) to the extent necessary, adopted a resolution resolutions having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to this Agreement, the Merger and or any other transactions contemplated by this Agreement, in each case which resolutions, except after the date hereof to the extent expressly permitted by Section 6.1(b), have not been rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than , subject to the Company Stockholder Approvaleffects of bankruptcy, no insolvency, fraudulent conveyance, reorganization, moratorium and other approvals, consents, waivers similar laws relating to or other conditions are required for the consummation of the transactions contemplated herebyaffecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)(the “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has iPrint and Sub have all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of execute and deliver this Agreement and the approval of the Merger all other documents to which they are or will be parties (the “Company Voting Proposal”"iPrint Transaction Documents") by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the ---------------------------- transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called hereby and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreementthereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only other iPrint Transaction Documents to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed which iPrint or Sub is or will be a party and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated herebyhereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or Sub, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) The Company Each of the AREH Selling Parties has all requisite corporate power and authority to enter into this Agreement and, subject only and to consummate the adoption transactions that are contemplated hereby. The execution and delivery of this Agreement by the AREH Selling Parties and the approval consummation by each AREH Selling Party of the Merger (transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the “Company Voting Proposal”) by part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement constitutes the Company valid and binding obligation of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the CompanyAREH Selling Parties, enforceable against each of the AREH Selling Parties in accordance with its terms. Other than the Company Stockholder Approval, no other approvalssubject, consentsas to enforcement, waivers to (x) applicable bankruptcy, insolvency, reorganization, moratorium or other conditions are required for the consummation similar Laws now or hereinafter in effect affecting creditors’ rights generally and (y) general principles of the transactions contemplated herebyequity.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders shareholders under the DGCL and as set forth in Section 3.3(d) NJBCA (the “Company Stockholder Shareholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholdersshareholders, (iiiii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCLNJBCA, (iviii) directed that this Agreement and the Merger be submitted to the stockholders shareholders of the Company for their adoption and approval and resolved to recommend that the stockholders shareholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, Merger and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state anti-takeover law statute, Law or regulation (including Section 203 of the DGCLincluding, without limitation, a “fair price,” “moratorium,” or “control share acquisition” statute) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Shareholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvalssubject to applicable bankruptcy, consentsinsolvency, waivers or other conditions are required for the consummation fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of the transactions contemplated herebyequity.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, based on the unanimous recommendation of the Special Committee, duly (i) determined unanimously approved this Agreement, (ii) determined that the Merger is fair and in from a financial point of view to the best interests stockholders of the Company and its stockholdersCompany, (iiiii) declared the advisability of, unanimously approved and adopted this Agreement in accordance with the provisions of the DGCL, (iviii) unanimously directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and unanimously resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, Merger and (viv) to the extent necessary, unanimously adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this AgreementAgreement (collectively, the “Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to the extent required by applicable Law to consummate the Merger, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company Board of Directors of the Company (the “Company Board”)unanimously, at a meeting duly called and held held, (i) unanimously approved this Agreement, (ii) determined that the Offer and the Merger is are fair to and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement and the consummation of the transactions contemplated hereby and declared its advisability in accordance with the provisions of the DGCL, (iii) subject to the other terms and conditions of this Agreement, resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Offer, and adopt this Agreement, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and to the approval of the Merger, extent required by applicable Law and (v) to the extent necessary, adopted a resolution having the effect of causing the Company execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to such execution, delivery, performance or consummation (other than Section 203 of the Merger DGCL). Assuming the accuracy of the representations and any other transactions contemplated by this Agreement. The warranties of the Parent and the Purchaser in Section 4.6, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder ApprovalApproval to the extent required by applicable Law to consummate the Merger. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company (i) ACE Hi has all requisite corporate power and authority and (ii) ACE Lo has all requisite limited liability company power and authority, to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions are contemplated by this Agreement. The execution and delivery of this Agreement by each ACE Selling Party and the consummation by each ACE Selling Party of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by (A) in the case of ACE Lo, ACE Hi, as ACE Lo’s sole member and (B) in the case of ACE Hi, the approval by ACE Hi’s Board of Directors, and subject to obtaining the approval and adoption of this Agreement and approval of the Purchase by the Requisite Stockholder Approval, no other action of any such ACE Selling Party or any board or committee thereof or any other limited liability or corporate proceeding on the part of such ACE Selling Parties or their respective members or stockholders are necessary to authorize this Agreement and to consummate the transactions contemplated by this Agreement. The Board of Directors of ACE Hi has received all information relating to this Agreement by and the Company have been duly authorized by all ACE Lo Purchase necessary corporate action on to make an informed judgment, and has deemed the part ACE Lo Purchase expedient and for the best interests of the Company, subject only to the required receipt of the Company Stockholder ApprovalACE Hi. This Agreement has been duly executed and delivered by each ACE Selling Party, and assuming this Agreement constitutes the Company valid and binding obligation of Buyer and the AREH Selling Parties, constitutes the valid and binding obligation of the CompanyACE Selling Parties, enforceable against each of the ACE Selling Parties in accordance with its terms. Other than the Company Stockholder Approval, no other approvalssubject, consentsas to enforcement, waivers to (x) applicable bankruptcy, insolvency, reorganization, moratorium or other conditions are required for the consummation similar Laws now or hereinafter in effect affecting creditors’ rights generally and (y) general principles of the transactions contemplated herebyequity.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject only to the adoption approval of this Agreement and by the approval of Company’s shareholders under the Merger VBCA (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Shareholder Approval”), to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, unanimously (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCLVBCA, and (ivii) directed that this Agreement and the Merger be submitted to the stockholders shareholders of the Company for their adoption and approval and resolved to recommend that the stockholders shareholders of the Company vote in favor of the adoption approval of this Agreement and (the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the “Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this AgreementBoard Recommendation”). The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by each of the Buyer and the Transitory Subsidiary, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and, subject only to the adoption approval of this Agreement and the approval Merger by the affirmative vote of the Merger holders of a majority of the outstanding shares of Company Common Stock (with the “Company Voting Proposal”) by the Company’s stockholders under the DGCL Class A Common Stock and Class B Common Stock voting together as set forth in Section 3.3(da single class for such purposes) (the “Company Stockholder Shareholder Approval”), to consummate the transactions contemplated by this AgreementMerger. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “The Company Board”), at a meeting duly called and held held, has unanimously (i) unanimously approved this Agreement, (ii) determined that this Agreement and the Merger is fair and are in the best interests of the Company and its stockholders, Company; (ii) adopted this Agreement; (iii) declared approved the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, Merger; (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company Company’s shareholders for their adoption approval; and approval and (v) resolved to recommend that the stockholders of the Company vote in favor of the adoption approval of this Agreement and the approval of Merger by the Merger, and Company’s shareholders (v) to the extent necessary, adopted a resolution having the effect of causing the “Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this AgreementBoard Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company Each of the Parent and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Parent Voting Proposal”) Proposal by the CompanyParent’s stockholders under the DGCL and as set forth in Section 3.3(d) rules of The Nasdaq Stock Market (the “Company Parent Stockholder Approval”) and the vote of the Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company Parent (the “Company Parent Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company Parent and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (ivii) directed that this Agreement and the Merger Parent Voting Proposal be submitted to the stockholders of the Company Parent for their adoption and approval and resolved to recommend that the stockholders of the Company Parent vote in favor of the adoption of this Agreement and the approval of the Merger, Parent Voting Proposal and (viii) to the extent necessary, adopted a resolution having the effect of causing the Company Parent not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company Parent and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the CompanyParent and the Transitory Subsidiary (other than the adoption of this Agreement by the Parent in its capacity as the sole stockholder of the Transitory Subsidiary, which shall occur immediately after the execution and delivery of this Agreement), subject only to the required receipt of the Company Parent Stockholder Approval. This Agreement has been duly executed and delivered by each of the Company Parent and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the CompanyParent and the Transitory Subsidiary, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL other Transaction Documents to which it is or will become a party and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreementsuch Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement by the Company and such Transaction Documents have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder ApprovalParent and Merger Sub. This Agreement has been and such Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by Parent and Merger Sub. This Agreement and each of the Company Transaction Documents to which Parent and/or Merger Sub is a party constitutes, and constitutes each of the Transaction Documents to which Parent and/or Merger Sub will become a party when executed and delivered by Parent and/or Merger Sub will constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, a valid and binding obligation of the CompanyParent and/or Merger Sub, enforceable by the Company against Parent or Merger Sub, as the case may be, in accordance with its their respective terms. Other than , except to the Company Stockholder Approvalextent that enforceability may be limited by applicable bankruptcy, no other approvalsreorganization, consentsinsolvency, waivers moratorium or other conditions are required for laws affecting the consummation enforcement of the transactions contemplated herebycreditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or equity.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the Agreement, approval of the Merger and the other transactions set forth herein (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), by resolution at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iiiii) approved this Agreement, the Merger and the other transactions contemplated hereby and declared the advisability of, approved and adopted of this Agreement in accordance with the provisions of the DGCL, (iviii) directed that this Agreement Agreement, the Merger and the Merger other transactions contemplated hereby be submitted to the stockholders of the Company Company, according to the terms of this Agreement, for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Mergerall other such matters, and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law law, regulation or other legal requirement that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. None of the foregoing resolutions have been rescinded, modified or withdrawn in any manner except as may be permitted by the terms of this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, when executed by the Buyer and the Transitory Subsidiary, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and (A) if applicable, the approval of the Merger (the “Company Buyer Voting Proposal”) Proposal by the CompanyBuyer’s stockholders under the DGCL and as set forth in Section 3.3(d) rules of The Nasdaq Stock Market (the “Company Stockholder Buyer Transaction Approval”), and (B) the approval of the Buyer’s stockholders of an amendment to the Certificate of Incorporation of the Buyer to increase the number of authorized shares of Buyer Common Stock from 50,000,000 to 100,000,000 (the “Buyer Charter Approval”, and collectively with the Buyer Transaction Approval, the “Buyer Stockholder Approvals”) to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company Buyer (the “Company Buyer Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company Buyer and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (ivii) directed that this Agreement and the Merger Buyer Voting Proposals be submitted to the stockholders of the Company Buyer for their adoption and approval and resolved to recommend that the stockholders of the Company Buyer vote in favor of the adoption of this Agreement and the approval of the Merger, Buyer Voting Proposals and (viii) to the extent necessary, adopted a resolution having the effect of causing the Company Buyer not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the CompanyBuyer and the Transitory Subsidiary (including the approval of the Merger by the Buyer in its capacity as the sole stockholder of the Transitory Subsidiary), subject only to the required receipt of the Company Buyer Stockholder ApprovalApprovals. This Agreement has been duly executed and delivered by each of the Company Buyer and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the CompanyBuyer and the Transitory Subsidiary, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement Agreement, perform its obligations hereunder and, subject only to assuming that the adoption of this Agreement and the approval Merger is consummated in accordance with Section 251(h) of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”)DGCL, to consummate the transactions contemplated by this AgreementMerger. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “The Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors, duly adopted resolutions (i) unanimously approved approving and declaring the advisability of this Agreement, the Merger, the Offer and the other transactions contemplated by this Agreement, (ii) determined declaring that the Merger it is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption that the Company enter into this Agreement and approval consummate the Merger and resolved to recommend that the stockholders of the Company vote accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, in favor each case on the terms and subject to the conditions set forth herein, (iii) declaring that the terms of the adoption of this Agreement Offer and the approval Merger are fair to the Company and the Company’s stockholders and (iv) recommending that the stockholders of the Merger, Company accept the Offer and (v) tender their shares of Company Common Stock pursuant to the extent necessary, adopted a resolution having Offer. Assuming the effect accuracy of causing the Company not to be subject to any state takeover law (including representations and warranties of the Parent and the Purchaser in Section 203 4.6 and that the Merger is consummated in accordance with Section 251(h) of the DGCL) or similar law that might otherwise apply to , the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption approval of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) MBCA (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement and declared its advisability in accordance with the provisions of the DGCLMBCA, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved voted to recommend that the stockholders of the Company vote in favor of the adoption approval of this Agreement and the approval of the MergerAgreement, and (viv) to the extent necessary, adopted a resolution vote having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) Section 3.4.1 The Company has all requisite necessary corporate power and authority to enter into this Agreement and, subject only to the adoption of execute and deliver this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL each Ancillary Agreement to which it is a party, to perform its obligations hereunder and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), thereunder and to consummate the transactions that are contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this each Ancillary Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of consummated by the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this AgreementCompany. The execution and delivery of this Agreement and each Ancillary Agreement to which it is a party by the Company and the consummation of the transactions contemplated by this Agreement by the Company hereby and thereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the CompanyCompany and no stockholder votes are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby other than, subject only with respect to the required receipt Merger, as provided in Section 3.18. The Special Committee, at a meeting thereof duly called and held, (i) unanimously determined that the Merger and the other transactions contemplated herein are fair to, and in the best interests of, the Company and the stockholders of the Company Stockholder Approval(other than Parent and any Parent Subsidiary), and has declared the Merger advisable, and (ii) unanimously recommended that the Company Board approve and adopt the Merger and this Agreement. In accordance with the Company Certificate and the Company By-Laws, the Company Board has approved this Agreement and each Ancillary Agreement to which it is a party, declared advisable the transactions contemplated hereby and thereby and has directed that the Merger, this Agreement and each Ancillary Agreement to which it is a party and the transactions contemplated hereby and thereby be submitted to the Company's stockholders for approval at a meeting of such stockholders. This Agreement has and each Ancillary Agreement to which it is a party have been duly authorized and validly executed and delivered by the Company and constitutes the constitute a legal valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than their respective terms except to the Company Stockholder Approvalextent that the enforceability thereof may be limited by applicable bankruptcy, no other approvalsinsolvency, consentsreorganization, waivers moratorium or other conditions are required for the consummation similar laws generally affecting creditors' rights and by equitable principles (regardless of the transactions contemplated herebywhether enforcement is sought in equity or at law).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement and declared its advisability in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the MergerAgreement, and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement not to be subject to any state takeover law (including Section 203 of the DGCL) Law or similar law Law that might otherwise apply to such execution, delivery, performance or consummation. Assuming the Merger accuracy of the representations and any other transactions contemplated by this Agreement. The warranties of Buyer and Acquisition Sub in Section 4.7, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject only to the adoption approval of this Agreement and by the approval of Company’s shareholders under the Merger NJBCA (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Shareholder Approval”), to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, unanimously, (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCLNJBCA, and (ivii) directed that this Agreement and the Merger be submitted to the stockholders shareholders of the Company for their adoption and approval and resolved to recommend that the stockholders shareholders of the Company vote in favor of the adoption approval of this Agreement and (the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the “Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this AgreementBoard Recommendation”). The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement and the Shareholder Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by each of the Buyer and the Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Required Company Stockholder Approval”)Vote, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, (i) unanimously approved this Agreement, (ii) determined that the Offer, the Merger is and the other transactions contemplated by this Agreement are fair and in the best interests of the Company and its stockholders, (iiiii) declared approved the advisability ofexecution, approved delivery and adopted performance of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger and declared its advisability in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval if required by the DGCL and resolved to recommend that make the stockholders Recommendation, and (iv) adopted a resolution rendering the limitations on business combinations contained in Section 203 of the Company vote in favor of DGCL inapplicable to the adoption of Offer, this Agreement and the approval of other transactions contemplated hereby and electing that the Offer and the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company Board’s power and authority and to the extent permitted by Law, not to be subject to any state takeover law (including Section 203 Takeover Laws that may purport to be applicable to this Agreement or any of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreementhereby. The Assuming the accuracy of the representations and warranties of Buyer and Acquisition Sub in Section 4.6, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Required Company Stockholder ApprovalVote. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has and CNL Partnership, respectively, have all requisite corporate or limited partnership power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement, including the Mergers. Without limiting the generality of the foregoing, the The Company Board of Directors of the Company (the “Company Board”), at a meeting duly called and held has (i) unanimously approved this Agreement, (ii) determined the Mergers and the other transactions contemplated by this Agreement and declared that the Merger is fair Mergers and the other transactions contemplated by this Agreement are in the best interests of the Company and its stockholdersstockholders on the terms and subject to the conditions set forth herein, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (ivii) directed that this Agreement Agreement, the Mergers and the Merger other transactions contemplated hereby be submitted to for consideration at a special meeting of the stockholders holders of the Company for their adoption Common Stock (the “Company Meeting”) and (iii) recommended the approval of this Agreement, the Mergers and resolved the other transactions contemplated hereby to recommend that the stockholders holders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this AgreementCommon Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company and CNL Partnership, including the Mergers, have been duly authorized by all necessary corporate action on the part of the CompanyCompany and partnership action on the part of CNL Partnership, subject only to the required receipt affirmative approval of the Company Merger by holders of a majority of the outstanding shares of Company Common Stock outstanding at the close of business on the record date for the Company Meeting (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and CNL Partnership and constitutes the valid and binding obligation of each of the CompanyCompany and CNL Partnership, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into into, execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to the extent required by applicable law, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, (i) unanimously approved this Agreement, (ii) determined that the Merger is Merger, the Offer and this Agreement are fair to and in the best interests of the Company and its stockholders, (iiiii) declared approved the advisability ofMerger, approved the Offer and adopted this Agreement and declared its advisability in accordance with the provisions of the DGCLDGCL and took all corporate actions required to be taken by the Company Board to authorize the transactions contemplated by this Agreement, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and Agreement, to the approval of the Mergerextent required by applicable law, and (viv) to the extent necessary, adopted a resolution resolution, assuming the accuracy of the representations and warranties of Parent and Purchaser in Section 4.4, having the effect of causing the Company execution, delivery or performance of this Agreement or the consummation of the Merger, the Offer or the other transactions contemplated by this Agreement not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to such execution, delivery, performance or consummation. Assuming the Merger accuracy of the representations and any other transactions contemplated by this Agreement. The warranties of Parent and Purchaser in Section 4.4, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly and validly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval, to the extent required by applicable law. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company Each of Seller and PRMA has all requisite corporate company power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions that are contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreementperform its obligations hereunder. The execution and delivery of this Agreement by the MGM Entities and the consummation performance by the MGM Entities of the transactions that are contemplated by this Agreement by the Company have been duly authorized by all necessary corporate or company action on the part of the CompanyMGM Entities, subject only to the required receipt respectively. Except as at that time made or obtained, as of the Company Stockholder ApprovalClosing Date, no corporate or company act or proceeding on the part of the MGM Entities or their respective stockholders or members will be necessary to authorize, execute, deliver and perform this Agreement and consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each of the Company and MGM Entities and, assuming this Agreement constitutes the valid and binding obligation of Purchaser, constitutes the Companyvalid and binding obligation of each of the MGM Entities, enforceable against each of the MGM Entities in accordance with its terms. Other than the Company Stockholder Approval, no other approvalsexcept as such enforceability may be limited by (i) bankruptcy, consentsinsolvency, waivers reorganization, moratorium, fraudulent conveyance or other conditions are required for the consummation similar Laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of the transactions contemplated herebyequity (regardless of whether enforcement is considered in a proceeding at Law or in equity).

Authority; No Conflict; Required Filings and Consents. (a) The Company Acquirer has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of execute and deliver this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL Transaction Documents and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called herein and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreementtherein. The execution and delivery of this Agreement of, and the consummation of the transactions contemplated by by, this Agreement by the Company have Acquirer has been duly authorized by all necessary corporate action on the part of the CompanyAcquirer. The board of directors of the Acquirer (the “Acquirer Board”), at a meeting duly called and held, by the unanimous vote of all Acquirer Directors, duly resolved (i) that the entry into this Agreement and consummation of the Acquisition, the Scheme and the other transactions contemplated hereby on the terms and subject only to the required receipt conditions set forth herein, are most likely to promote the success of Acquirer for the Company Stockholder Approvalbenefit of its stockholders as a whole and (ii) to approve this Agreement, the Acquisition, the Scheme and the other transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company Acquirer and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the valid and binding obligation of the CompanyAcquirer, enforceable against it in accordance with its terms. Other than , subject to the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated herebyBankruptcy and Equity Exceptions.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement Agreement, perform its obligations hereunder and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board board of Directors directors of the Company (the “Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is and this Agreement are fair to and in the best interests of the Company and its stockholders, (iiiii) declared approved the advisability of, approved Merger and adopted this Agreement and declared their advisability in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (viv) to the extent necessary, adopted a resolution resolutions having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to this Agreement, the Company Stockholder Agreement, the Merger and or any other transactions contemplated by this Agreement or the Company Stockholder Agreement, in each case which resolutions, except after the date hereof to the extent expressly permitted by Section 6.1(b), have not been rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption approval of this Agreement and the approval principal terms of the Merger (the “Company Voting Proposal”) by the Company’s stockholders shareholders under the DGCL and as set forth in Section 3.3(d) CGCL (the “Company Stockholder Shareholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholdersshareholders, (iiiii) declared the advisability of, approved and adopted this Agreement and approved the Agreement of Merger in accordance with the provisions of the DGCLCGCL, (iviii) directed that this Agreement and the principal terms of the Merger be submitted to the stockholders shareholders of the Company for their adoption and approval and resolved to recommend that the stockholders shareholders of the Company vote in favor of the adoption approval of this Agreement and the approval principal terms of the Merger, and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Shareholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “"Company Board”"), at a meeting duly called and held held, by the unanimous vote of all directors present at the meeting (i) unanimously approved authorized this Agreement, (ii) determined approved the Offer and recommended that the Merger is fair holders of Company Securities tender their Company Securities to the Buyer pursuant to the Offer, and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement the stockholder proposal set forth on Schedule C-1 (the "Company Voting Proposal") and the Merger stockholder proposals set forth on Schedule C-2 (the "Additional Voting Proposals") be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement the Company Voting Proposal and the approval of Additional Voting Proposals (the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the "Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this AgreementStockholder Approval"). The execution and delivery of this Agreement and the consummation of the Offer and the transactions contemplated by this Agreement by the Company have has been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt approval of the Company Voting Proposal by the Required Company Stockholder ApprovalVote. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby"Bankruptcy and Equity Exception").

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “"Company Voting Proposal”") by the Company’s 's stockholders under the DGCL and as set forth in Section 3.3(d) (the “"Company Stockholder Approval”"), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board board of Directors directors of the Company (the “"Company Board”"), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, Merger and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement, the Stockholder's Agreement or the Voting Agreements. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Required Company Stockholder Approval”Vote (as defined below), to perform its obligations hereunder and consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, with all directors present and voting in favor, (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iiiii) declared approved the advisability of, approved and adopted this Agreement Merger in accordance with the provisions of the DGCL, and (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend recommend, subject to the provisions of Section 6.1 of this Agreement, that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Required Company Stockholder ApprovalVote. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than the Company Stockholder Approval, no other approvalssubject to bankruptcy, consentsinsolvency, waivers fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or other conditions are required for the consummation of the transactions contemplated herebyaffecting creditors’ rights and to general equity principles.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to receipt of the adoption Company Stockholder Approval and assuming the accuracy of this Agreement the Parent’s and the approval of the Merger (the “Company Voting Proposal”) by the CompanyTransitory Subsidiary’s stockholders under the DGCL representation and as warranty set forth in Section 3.3(d) (the “Company Stockholder Approval”)4.6, to perform its obligations hereunder and consummate the transactions contemplated by this AgreementMerger. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “The Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors acting on the unanimous recommendation of the Independent Committee, duly adopted resolutions (i) unanimously approved this Agreement, (ii) determined determining and declaring that the Merger it is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth herein, (ii) approving and declaring the advisability of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) declaring that the terms of the Merger are fair to the Company and the Company’s stockholders and (iv) directing that this Agreement be submitted to the Company’s stockholders at the Company Stockholders Meeting for their adoption and approval and resolved to recommend recommending that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by adopt this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder ApprovalApproval and assuming the accuracy of the Parent’s and the Transitory Subsidiary’s representation and warranty set forth in Section 4.6. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the Parent and the Transitory Subsidiary, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is advisable, fair and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement and declared its advisability in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvalsexcept as such enforceability may be limited by bankruptcy, consentsinsolvency, waivers moratorium or other conditions are required for similar applicable legal requirements affecting or relating to the consummation rights of the transactions contemplated herebycreditors generally and general principles of equity, regardless of whether asserted in a proceeding in equity or at law.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, Merger and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state anti-takeover statute, law or regulation (including Section 203 of the DGCLincluding, without limitation, a “fair price,” “moratorium,” or “control share acquisition” statute) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) The Company Seller has all requisite corporate power and authority to enter into this Agreement and the other agreements contemplated hereby and, subject only to obtaining the adoption of this Agreement and the approval Governmental Approvals (including Gaming Approvals) set forth on Section 4.2(a) of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”)Seller Disclosure Letter, to consummate the transactions that are contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions agreements contemplated by this Agreementhereby. The execution and delivery of this Agreement and the other agreements contemplated hereby by Seller and the consummation by Seller of the transactions that are contemplated by this Agreement by and the Company other agreements contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder ApprovalSeller. This Agreement has been been, and the other agreements contemplated hereby have been, or will be at Closing, as applicable, duly executed and delivered by Seller, and assuming this Agreement and the Company and constitutes other agreements contemplated hereby constitute, or will constitute at Closing, as applicable, the valid and binding obligation of the Companyother parties hereto or thereto (excluding Seller Parent), this Agreement and the other agreements contemplated hereby constitute, or will constitute at Closing, as applicable, the valid and binding obligations of Seller, enforceable against Seller in accordance with its their respective terms. Other than , subject, as to enforcement, to (i) Laws governing bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect that affect the Company Stockholder Approvalenforcement of creditors’ rights generally, no other approvals, consents, waivers or other conditions are required for (ii) equitable limitations on the consummation availability of specific remedies and (iii) general principles of equity (the transactions contemplated hereby“Enforceability Limitations”).

Authority; No Conflict; Required Filings and Consents. (a) The Company Merger Partner has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Merger Partner Voting Proposal”) by the CompanyMerger Partner’s stockholders under the DGCL BCA and as set forth in Section 3.3(d) Merger Partner’s amended and restated certificate of incorporation (the “Company Merger Partner Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board of Directors of the Company has unanimously (the “Company Board”), at a meeting duly called and held as among all directors in attendance) (i) unanimously approved this Agreement, (ii) determined that the Merger is fair to, and in the best interests of the Company of, Merger Partner and its stockholders, (iiiii) declared approved this Agreement, the advisability of, approved Merger and adopted the actions contemplated by this Agreement in accordance with the provisions of the DGCLBCA, (iii) declared this Agreement advisable, and (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved determined to recommend that the stockholders of the Company Merger Partner vote in favor of the adoption of to adopt this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to thereby approve the Merger and any such other transactions actions as contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company Merger Partner have been duly authorized by all necessary corporate action on the part of the CompanyMerger Partner, subject only to the required receipt of the Company Merger Partner Stockholder Approval. This Agreement has been duly executed and delivered by Merger Partner and, assuming the Company due execution and delivery by Public Company, constitutes the valid and binding obligation of the CompanyMerger Partner, enforceable against such party in accordance with its terms. Other than , subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company Merger Partner has all requisite corporate power and authority to enter into this Agreement andAgreement, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Merger Partner Voting Proposal”) by the CompanyMerger Partner’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Merger Partner Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Merger Partner Board”), at a meeting duly called and held held, by the unanimous vote of all directors, or by unanimous written consent in lieu of a meeting, (i) unanimously approved this Agreement, (ii) determined that the Merger is advisable, fair and in the best interests of the Company Merger Partner and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement and declared its advisability in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company Merger Partner for their adoption and approval and resolved to recommend that the stockholders of the Company Merger Partner vote in favor of the adoption of this Agreement and the approval of the Merger, and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company Merger Partner not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company Merger Partner have been duly authorized by all necessary corporate action on the part of the CompanyMerger Partner, subject only to the required receipt of the Company Merger Partner Stockholder Approval. This Agreement has been duly executed and delivered by the Company Merger Partner and constitutes the valid and binding obligation of the CompanyMerger Partner, enforceable in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held on or prior to the date hereof, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair to and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement and declared its advisability in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement Agreement, perform its obligations hereunder and, subject only to assuming that the adoption of this Agreement and the approval Merger will be consummated in accordance with Section 251(h) of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”)DGCL, to consummate the transactions contemplated by this AgreementMerger. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “The Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors, duly adopted resolutions (i) unanimously approved approving the execution and delivery by the Company of this Agreement and declaring the advisability of this Agreement, the Merger, the Offer and the other transactions contemplated by this Agreement, (ii) determined declaring that the Merger it is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption that the Company enter into this Agreement and approval consummate the Merger and resolved to recommend that the stockholders of the Company vote accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, in favor each case on the terms and subject to the conditions set forth herein, (iii) declaring that the terms of the adoption Offer and the Merger are fair to the Company and the Company’s stockholders, (iv) recommending that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Purchaser pursuant to the Offer and (v) subject to the accuracy of the Parent’s and the Purchaser’s representation and warranty set forth in Section 4.6 hereof, approved the Parent, the Purchaser and their respective Affiliates and this Agreement and the approval of transactions contemplated hereby (including the Offer and the Merger, and (v) in order to render the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including restrictions on business combinations set forth in Section 203 of the DGCL) or similar law that might otherwise apply DGCL to be inapplicable to the Merger Parent, the Purchaser and any other their respective Affiliates and this Agreement and the transactions contemplated by this Agreementhereby (including the Offer and the Merger). The Assuming the accuracy of the representations and warranties of the Parent and the Purchaser in Section 4.6 and that the Merger will be consummated in accordance with Section 251(h) of the DGCL, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders shareholders under the DGCL and as set forth in Section 3.3(d) CGCL (the “Company Stockholder Approval”), to perform its obligations under and consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, with all directors present voting in favor, (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholdersshareholders, (iiiii) declared approved the advisability of, approved and adopted this Agreement Merger in accordance with the provisions of the DGCLCGCL, and (iviii) directed that this Agreement and the Merger be submitted to the stockholders shareholders of the Company for their adoption and approval and resolved to recommend (subject to the provisions of Section 6.1 of this Agreement) that the stockholders shareholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption approval of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) MBCA (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCLMBCA, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved voted to recommend that the stockholders of the Company vote in favor of the adoption approval of this Agreement and the approval of the MergerAgreement, and (viv) to the extent necessary, adopted a resolution vote having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the affirmative vote for approval and adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the holders of a majority in voting power of the outstanding shares of Company Common Stock on the record date for the meeting of the Company’s stockholders (the “Company Meeting”) to consider adoption of this Agreement under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to perform its obligations and consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, (i) the Board of Directors of the Company (the “Company Board”), Special Committee at a meeting duly called and held held, unanimously (i) unanimously approved this Agreement, (iiA) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iiiB) declared the advisability of, approved and adopted this Agreement and declared its advisability in accordance with the provisions of the DGCL, and (ivC) directed that this Agreement be submitted to the Company Board for their approval and recommendation that the stockholders of the Company vote in favor of the adoption of this Agreement, and (ii) the Company Board, upon the recommendation of the Special Committee, at a meeting duly called and held, (A) determined that the Merger is fair and in the best interests of the Company and its stockholders, (B) approved this Agreement and declared its advisability in accordance with the provisions of the DGCL, and (C) directed that this Agreement be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has Finisar and Sub have all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting Assuming the generality accuracy of the foregoingrepresentations set forth in Section 3.24, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement by Finisar and Sub and the consummation by them of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the CompanyFinisar and Sub, subject only to the required receipt approval of the Company issuance of shares of Finisar Common Stock in the Merger by the affirmative vote of the holders of a majority of the shares of Finisar Common Stock present or represented by proxy at the Finisar Stockholder Meeting (as defined in Section 6.7) (the "Finisar Stockholders Approval"). The directors of Finisar have unanimously approved this Agreement, declared the Merger to be advisable and in the best interests of and fair to Finisar's stockholders, and resolved to recommend to the Finisar stockholders that such stockholders vote in favor of the issuance of the shares of Finisar Common Stock pursuant to the Merger (the "Finisar Board Recommendation;" each of the Finisar Board Recommendation and the Optium Board Recommendation, as the context requires, a "Board Recommendation"). This Agreement has been duly executed and delivered by the Company Finisar and Sub and constitutes the valid and binding obligation of the CompanyFinisar and Sub, enforceable against each of them in accordance with its terms. Other than the Company Stockholder Approval, no except as such enforceability may be limited by (i) bankruptcy Law and other approvalssimilar Law affecting creditors' rights generally and (ii) general principles of equity, consents, waivers regardless of whether asserted in a proceeding in equity or other conditions are required for the consummation of the transactions contemplated herebyat law.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, perform its obligations hereunder and, subject only to the adoption receipt of the approval of the Company Shareholders at the General Meeting and the approval of the Court Order, consummate the transactions contemplated hereby and thereby, including the Scheme. The execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Company Board and, except for the approval of the Merger (Company Shareholders at the “General Meeting and the filing of the required documents and other actions in connection with the Scheme with, and subject to the receipt of the required sanctioning of the Scheme by, the Court, no other corporate action on the part of the Company Voting Proposal”) or vote of the Company Shareholders is necessary to authorize the execution and delivery by the Company’s stockholders under Company of this Agreement and the DGCL other Transaction Documents and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate consummation of the transactions contemplated by this Agreementhereby and thereby. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “The Company Board”), at a meeting duly called and held held, by the unanimous vote of all Company Directors, duly adopted the Company Board Recommendation, which such recommendation included, but was not limited to, the Company Board (i) unanimously approved this Agreement, (ii) determined determining and declaring that the Merger it is fair and in the best interests of the Company and its stockholdersthe Company Shareholders that the Company enter into this Agreement and consummate the Acquisition, including the Scheme and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein, (ii) approving and declaring the advisability of this Agreement, the Acquisition, Scheme and the other transactions contemplated by this Agreement, (iii) declared declaring that the advisability of, approved and adopted this Agreement in accordance with the provisions terms of the DGCLAcquisition are fair to the Company and the Company Shareholders, (iv) directed directing that this Agreement and the Merger Scheme be submitted to the stockholders of the Company Shareholders for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the recommending adoption of this Agreement and the approval of Scheme by such Company Shareholders (the Merger, “Company Shareholder Approval”) and (v) directing that an application be made to the extent necessary, adopted a resolution having the effect of causing the Company not Court pursuant to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder ApprovalScheme. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the Acquirer, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Each of Public Company and Merger Sub has all requisite corporate power and authority to enter into this Agreement and, subject only to the Public Company Stockholder Approval, and the adoption of this Agreement and by Public Company in its capacity as the approval sole stockholder of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”)Sub, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Public Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors in attendance, (i) unanimously approved this Agreement, (ii) determined that the Merger is fair to, and in the best interests of the Public Company and its stockholders, stockholders and (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (ivii) directed that this Agreement and the Merger Public Company Voting Proposal and, as applicable, the Other Public Company Voting Proposals, be submitted to the stockholders of the Public Company for their adoption and approval and resolved to recommend that the stockholders of the Public Company vote in favor of the adoption of this Agreement and the approval of Public Company Voting Proposal and, as applicable, the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Other Public Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this AgreementVoting Proposals. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Public Company and Merger Sub have been duly authorized by all necessary corporate action on the part of the Companyeach of Public Company and Merger Sub, subject only to the required receipt of the Public Company Stockholder ApprovalApproval and the adoption of this Agreement by Public Company in its capacity as the sole stockholder of Merger Sub. This Agreement has been duly executed and delivered by the each of Public Company and Merger Sub and, assuming the due execution and delivery by Merger Partner, constitutes the valid and binding obligation of the Companyeach of Public Company and Merger Sub, enforceable against Public Company and Merger Sub in accordance with its terms. Other than , subject to the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated herebyBankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) The Company has Seller possesses the full legal right and all requisite corporate power and authority necessary in order to enter into this Agreement and, subject only to fully effectuate the adoption terms and conditions of this Agreement and the approval of other Transaction Documents (to the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”extent a party thereto), to perform the Seller’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption Seller of this Agreement and the approval of the Merger, and other Transaction Documents (v) to the extent necessary, adopted a resolution having party thereto) has been duly and validly authorized by all necessary action (corporate or otherwise) on the effect of causing the Company not to be subject to any state takeover law (including Section 203 part of the DGCL) Seller. This Agreement and each Transaction Document to which the Seller is a party constitutes a valid and binding obligation of the Seller and the other Transaction Documents to which the Seller is a party, or when executed and delivered by the Seller in accordance with the terms thereof, shall constitute a valid and binding obligation of the Seller, in each case, enforceable against the Seller in accordance with its terms, except in each case as may be limited by applicable bankruptcy, insolvency or similar law that might otherwise apply Laws affecting creditors’ rights generally or by general principles of equity. This Agreement has been, and the Transaction Documents to which the Merger Seller is a party will be, duly and any other transactions contemplated validly executed and delivered by this Agreementthe Seller. (b) The execution execution, delivery, and delivery performance by the Seller of this Agreement and the other Transaction Documents to which the Seller is or will become a party, and the consummation by the Seller of the transactions contemplated hereby and thereby, do not and will not (i) violate any Law applicable to the Seller or (ii) require the consent or approval of, notice to or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration or termination of, any instrument or agreement to which the Seller is a party or by which the Seller may be bound or affected, except to the extent that the occurrence of the foregoing items would not reasonably be expected to have a material adverse effect on the Seller’s ability to consummate the transactions contemplated hereby. (c) The execution, delivery and performance by the Seller of this Agreement and the other Transaction Documents to which the Seller is or will become a party, and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Companyhereby and thereby, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed do not and delivered by the Company and constitutes the valid and binding obligation of the Companywill not require filing with, enforceable in accordance with its terms. Other than the Company Stockholder Approvalor any authorization, no other approvalsconsent, consentsapproval, waivers exemption or other conditions are required for the consummation of the transactions contemplated hereby.action by, or notice or

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, perform its obligations hereunder and, subject only to the adoption of this Agreement and the approval receipt of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this AgreementMerger. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “The Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors, duly adopted resolutions (i) unanimously approved this Agreement, (ii) determined determining and declaring that the Merger it is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of enter into this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to consummate the Merger and any the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein, (ii) approving and declaring the advisability of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) declaring that the terms of the Merger are fair to the Company and the Company’s stockholders and (iv) directing that this Agreement be submitted to Company stockholders for their adoption, subject to Section 6.1, and recommending adoption of this Agreement by such Company stockholders (such recommendation, the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the CompanyCompany and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement subject, subject only in the case of the Merger, to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the Parent, US Holdco and the Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “"Company Voting Proposal”") by the Company’s 's stockholders under the DGCL and as set forth in Section 3.3(d) (the “"Company Stockholder Approval”"), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “"Company Board”"), at a meeting duly called and held on or prior to the date hereof, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair to and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement and declared its advisability in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the -11- transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby"Bankruptcy and Equity Exception").

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “"Company Voting Proposal”") by the Company’s 's stockholders under the DGCL and as set forth in Section 3.3(d) (the “"Company Stockholder Approval”"), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “"Company Board”"), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement and declared its advisability in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the MergerAgreement, and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby"Bankruptcy and Equity Exception").

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the approval and adoption of this Agreement and the approval Plan of the Merger (the “"Company Voting Proposal”") by the Company’s stockholders 's shareholders under the DGCL and as set forth in Section 3.3(d) VSCA (the “"Company Stockholder Shareholder Approval”"), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board board of Directors directors of the Company (the “"Company Board”"), at a meeting duly called and held held, by the unanimous vote of all Directors (i) unanimously approved this Agreement, (ii) determined that the Merger, the Plan of Merger is fair and this Agreement are in the best interests of the Company and its stockholdersshareholders, (iiiii) declared the advisability of, approved and adopted this Agreement and the Plan of Merger in accordance with the provisions of the DGCLVSCA, (iviii) directed that this Agreement and the Plan of Merger be submitted to the stockholders shareholders of the Company for their adoption and approval and resolved to recommend that the stockholders shareholders of the Company vote in favor of the adoption and approval of this Agreement and the approval Plan of the Merger, Merger and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company Company, the Buyer, the Transitory Subsidiary and any Affiliate of any of them not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement or the Shareholder's Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Shareholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption approval of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) MBCA (the “Company Stockholder Approval”), to perform its obligations under and consummate the transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”)Special Committee, at a meeting duly called and held held, with all members present voting in favor, (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iiiii) declared approved the advisability of, approved Merger and adopted this Agreement in accordance with the provisions of the DGCLMBCA, and (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution Special Committee’s approval of the Merger also satisfies the provisions of Section 302A.673 of the MBCA. Each of the Company, the Company’s Board of Directors and the Special Committee has taken all actions necessary to ensure that no “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal laws in the United States (including Sections 302A.671 and 302A.673 of the MBCA) applicable to the Company shall be applicable to this Agreement, the Merger or the other Transactions. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement Transactions by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Buyer and the Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company Merger Partner has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Merger Partner Voting Proposal”) by the CompanyMerger Partner’s stockholders under the DGCL and as set forth in Section 3.3(d) the certificate of incorporation of Merger Partner (the “Company Merger Partner Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Merger Partner Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair to, and in the best interests of the Company of, Merger Partner and its stockholders, (iiiii) declared approved this Agreement, the advisability of, approved Merger and adopted the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved determined to recommend that the stockholders of the Company Merger Partner vote in favor of the adoption of to adopt this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to thereby approve the Merger and any such other transactions actions as contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company Merger Partner have been duly authorized by all necessary corporate action on the part of the CompanyMerger Partner, subject only to the required receipt of the Company Merger Partner Stockholder Approval. This Agreement has been duly executed and delivered by Merger Partner and, assuming the Company due execution and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of the CompanyMerger Partner, enforceable against such party in accordance with its terms. Other than , subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “"Company Voting Proposal”") by the Company’s 's stockholders under the DGCL and as set forth in Section 3.3(d) (the “"Company Stockholder Approval”"), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “"Company Board”"), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement Agreement, perform its obligations hereunder and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to the extent required by applicable law, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is Merger, the Offer and this Agreement are fair to and in the best interests of the Company and its stockholders, (iiiii) approved the Merger, the Offer and this Agreement and declared the advisability ofof this Agreement, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the MergerAgreement, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated required by this Agreementapplicable law. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder ApprovalApproval to the extent required by applicable law. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) The Company Merger Partner has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company "Merger Partner Voting Proposal”") by the Company’s stockholders Merger Partner's Shareholders under the DGCL and as set forth in Section 3.3(d) the certificate of incorporation of Merger Partner (the “Company Stockholder "Merger Partner Shareholder Approval”"), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Merger Partner Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair to, and in the best interests of the Company of, Merger Partner and its stockholdersShareholders, (iiiii) declared approved this Agreement, the advisability of, approved Merger and adopted the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved determined to recommend that the stockholders Shareholders of the Company Merger Partner vote in favor of the adoption of to adopt this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to thereby approve the Merger and any such other transactions actions as contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company Merger Partner have been duly authorized by all necessary corporate action on the part of the CompanyMerger Partner, subject only to the required receipt of the Company Stockholder Merger Partner Shareholder Approval. This Agreement has been duly executed and delivered by Merger Partner and, assuming the Company due execution and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of the CompanyMerger Partner, enforceable against such party in accordance with its terms. Other than , subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby"Bankruptcy and Equity Exception").

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and, subject only to the adoption approval of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders shareholders under the DGCL and as set forth in Section 3.3(d) PBCL (the “Company Stockholder Shareholder Approval”), to consummate the transactions contemplated by this AgreementMerger. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “The Company Board”), at a meeting duly called and held held, has unanimously (i) unanimously approved this Agreement, (ii) determined that this Agreement and the Merger is fair and are in the best interests of the Company and its stockholders, Company; (ii) adopted this Agreement; (iii) declared approved the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, Merger; (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company Company’s shareholders for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, approval; and (v) resolved to recommend approval of this Agreement by the extent necessary, adopted a resolution having Company’s shareholders. Assuming the effect of causing the Company not to be subject to any state takeover law (including Section 203 accuracy of the DGCL) or similar law that might otherwise apply to representations and warranties of the Parent and Merger and any other transactions contemplated by this Agreement. The Sub in Section 3.2, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders shareholders under the DGCL and as set forth in Section 3.3(d) NGCL (the “Company Stockholder Shareholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors (with Messrs.Tianzhou Deng and Xx Xxxxx abstaining) and upon the approval and recommendation of a special committee of the Company Board comprised solely of four independent directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholdersunaffiliated shareholders, (iiiii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCLNGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders shareholders of the Company for their adoption and approval and resolved to recommend that the stockholders shareholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, Merger and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 provision of the DGCLNGCL relating to a merger with interested stockholders (including, without limitation, a “fair price,” “moratorium,” or “control share acquisition” statute) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Shareholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvalssubject to applicable bankruptcy, consentsinsolvency, waivers or other conditions are required for the consummation fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of the transactions contemplated herebyequity.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into into, execute and deliver this Agreement and each Ancillary Agreement to which it is a party and, subject only subject, in the case of this Agreement, to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this AgreementAgreement and the Ancillary Agreements to which it is a party. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iiiii) approved this Agreement, the performance of the Company of its covenants and obligations hereunder, and declared the its advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend recommended that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval Agreement, (iv) approved each of the MergerAncillary Agreements to which the Company is a party, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this AgreementAgreement or any Ancillary -8- Agreement to which the Company is a party. The execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party, the performance of the Company of its covenants and obligations hereunder and thereunder, and the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements by the Company have been duly authorized by all necessary corporate action on the part of the Company, with the consummation of such transactions contemplated by this Agreement subject only to the required receipt of the Company Stockholder Approval. This Agreement has and each Ancillary Agreement to which the Company is a party have been duly executed and delivered by the Company and constitutes constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its and their terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement Agreement, perform its obligations hereunder and, subject only to assuming the adoption accuracy of this Agreement the representations and warranties of the Parent and the approval Merger Sub in Section 4.8 and receipt of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the Merger and the other transactions contemplated by this Agreementhereby. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “The Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors, duly adopted resolutions (i) unanimously approved this Agreement, (ii) determined determining and declaring that the Merger it is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth herein, (ii) adopting, approving and declaring the advisability of this Agreement, the Merger and the other Transactions, (iii) declaring that the terms of the Merger are fair to the Company and the Company's stockholders and (iv) directing that this Agreement be submitted to the Company's stockholders at the Company Stockholders Meeting for their adoption and approval and resolved to recommend recommending that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by adopt this Agreement. The Assuming the accuracy of the representations and warranties of the Parent and the Merger Sub in Section 4.8 and receipt of the Company Stockholder Approval, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement Transactions by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby.the

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority (corporate and other) to enter into execute and deliver this Agreement and, subject only and the other agreements contemplated hereby and to perform their respective obligations hereunder and thereunder. The execution and delivery by the adoption Company of this Agreement and the approval of other agreements contemplated hereby and, subject to obtaining the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate which is the only approval required from the Company Stockholders, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by this Agreementall necessary corporate and other action on the part of the Company. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is advisable, fair and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, and (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this This Agreement and the consummation of the transactions all other agreements contemplated by this Agreement by the Company hereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly and validly executed and delivered by the Company party thereto and constitutes the or will constitute a valid and binding obligation of the Company, enforceable against them in accordance with its terms. Other than the Company Stockholder Approval, no except as such enforceability may be limited by bankruptcy, insolvency, moratorium, and other approvals, consents, waivers or other conditions are required for the consummation similar Laws affecting creditors’ rights generally and by general principles of the transactions contemplated herebyequity.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of execute and deliver this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at At a meeting duly called and held held, the Company Board, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair to and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCLDGCL and the Company’s Restated Certificate of Incorporation, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, Merger and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement or the Stockholders’ Agreement. The Concurrently with the execution of this Agreement, the Company Stockholder Approval has been obtained in accordance with the provisions of the DGCL, the Company’s Restated Certificate of Incorporation and the terms of the Company Stockholders Agreement (as defined below). No other corporate proceedings are necessary to authorize the execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approvalhereby. This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery of this Agreement by S Sub, the Parent, the Buyer and the Acquisition Subsidiary) constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other approvals, consents, waivers similar laws affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or other conditions are required for the consummation of the transactions contemplated herebyat law).

Authority; No Conflict; Required Filings and Consents. (a) The Company Parent has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company Parent have been duly authorized by all necessary corporate action on the part of the CompanyParent, subject only to the required receipt approval of this Agreement and the Company Stockholder ApprovalMerger by Parent’s stockholders under the DGCL. This Agreement has been duly executed and delivered by the Company Parent and constitutes the valid and binding obligation of the CompanyParent, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. Other than On or prior to the Company Stockholder Approvaldate hereof, no other approvalsthe Board of Directors of Parent has unanimously adopted resolutions that have (i) approved and declared advisable this Agreement and the Merger, consents(ii) directed that this Agreement and the Merger be submitted to Parent’s stockholders for adoption at a meeting of such stockholders and (iii) recommended that the stockholders of Parent adopt this Agreement and the Merger (with respect to subclause (iii), waivers the “Parent Recommendation”), and such resolutions, as of the date of this Agreement, have not been subsequently rescinded, modified or other conditions are withdrawn in any way. The Parent stockholder vote required for the consummation adoption of this Agreement and the Merger shall be a majority of the transactions contemplated herebyshares of Parent Common Stock outstanding on the record date for the Parent Stockholders’ Meeting (the “Parent Stockholder Approval”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to perform its obligations and consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, (i) the Board of Directors of the Company (the “Company Board”), Special Committee at a meeting duly called and held held, unanimously (i) unanimously approved this Agreement, (iiA) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iiiB) declared the advisability of, approved and adopted this Agreement and declared its advisability in accordance with the provisions of the DGCL, and (ivC) directed that this Agreement be submitted to the Company Board for their approval and recommendation that the stockholders of the Company vote in favor of the adoption of this Agreement, and (ii) the Company Board, upon the recommendation of the Special Committee, at a meeting duly called and held, (A) determined that the Merger is fair and in the best interests of the Company and its stockholders, (B) approved this Agreement and declared its advisability in accordance with the provisions of the DGCL, and (C) directed that this Agreement be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval receipt of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Shareholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the The Company Board of Directors of the Company (the “Company Board”), at a meeting duly called and held has (i) unanimously approved this Agreement, (ii) determined that deemed the Merger is fair advisable and in the best interests of the Company and its stockholdersshareholders, (ii) adopted this Agreement, approved the Merger upon the terms and subject to the conditions set forth herein and approved the Ancillary Agreements, including the Shareholder Support Agreements, and the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, and (iii) declared recommended the advisability of, approved and adopted approval of this Agreement in accordance with by the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders shareholders of the Company for their adoption and approval and resolved to recommend that (collectively, the stockholders of the “Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this AgreementBoard Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Shareholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated herebyBankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject only and the other agreements contemplated hereby and to perform its obligations hereunder and thereunder. The execution and delivery by the adoption Company of this Agreement and the approval of other agreements contemplated hereby and, subject to obtaining the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate which is the only approval required from the Company Stockholders, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by this Agreementall necessary corporate and other action on the part of the Company. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”)Company, at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is advisable, fair and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, and (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this This Agreement and the consummation of the transactions all other agreements contemplated by this Agreement by the Company hereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly and validly executed and delivered by the Company and constitutes the constitute or will constitute valid and binding obligation obligations of the Company, enforceable against it in accordance with its their terms. Other than , subject to (A) Laws of general application relating to bankruptcy, insolvency and the Company Stockholder Approvalrelief of debtors and (B) rules of Law governing specific performance, no injunctive relief and other approvals, consents, waivers or other conditions equitable remedies (such Laws in clauses (A) and (B) are required for hereinafter collectively referred to as the consummation of the transactions contemplated hereby“Applicable Bankruptcy Laws”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “"Company Voting Proposal”") by the Company’s 's stockholders under the DGCL and as set forth in Section 3.3(d) (the “"Company Stockholder Approval”"), to perform its obligations and consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “"Company Board”"), at a meeting duly called and held held, with all directors present voting in favor, (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement and declared its advisability in accordance with the provisions of the DGCL, and (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby"Bankruptcy and Equity Exception").

Authority; No Conflict; Required Filings and Consents. (a) The Company Seller has all requisite corporate limited liability company power and authority to enter into execute and deliver this Agreement and, subject only and the other agreements contemplated hereby to be executed by the adoption Seller and to perform the Seller’s obligations hereunder and thereunder. The execution and delivery by the Seller of this Agreement and the approval of the Merger (the “Company Voting Proposal”) other agreements contemplated hereby to be executed by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement Seller and the Merger be submitted to performance by the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery Seller of this Agreement and the consummation by the Seller of the transactions contemplated by this Agreement by the Company hereby and thereby have been duly and validly authorized by all necessary corporate limited liability company action on the part of the Company, subject only to the required receipt of the Company Stockholder ApprovalSeller. This Agreement has and all other agreements contemplated hereby to be executed by the Seller have been or will be duly and validly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by each party thereto (other than the Seller, the Company and constitutes or any of its Subsidiaries or any Affiliates of any of the foregoing), constitute or will constitute a valid and binding obligation of the CompanySeller, enforceable against the Seller in accordance with its their respective terms. Other than the Company Stockholder Approval, no other approvalsexcept as enforceability may be limited by bankruptcy, consentsinsolvency, waivers reorganization, moratorium or other conditions are required for the consummation similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of the transactions contemplated herebyequity.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and, subject only to the adoption approval of this Agreement and the approval Merger by the affirmative vote of the Merger holders of a majority of the outstanding shares of Company Common Stock (with the “Company Voting Proposal”) by the Company’s stockholders under the DGCL Class A Common Stock and Class B Common Stock voting together as set forth in Section 3.3(da single class for such purposes) (the “Company Stockholder Shareholder Approval”), to consummate the transactions contemplated by this AgreementMerger. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “The Company Board”), at a meeting duly called and held held, has unanimously (i) unanimously approved this Agreement, (ii) determined that this Agreement and the Merger is fair and are in the best interests of the Company and its stockholders, Company; (ii) adopted this Agreement; (iii) declared approved the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, Merger; (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company Company’s shareholders for their adoption approval; and approval and (v) resolved to recommend that the stockholders of the Company vote in favor of the adoption approval of this Agreement and the approval of Merger by the Merger, and Company’s shareholders (v) to the extent necessary, adopted a resolution having the effect of causing the “Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this AgreementBoard Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). Other than (b) The execution and delivery of this Agreement by the Company Stockholder do not, and (subject to receipt of the Company Shareholder Approval, no other approvals, consents, waivers or other conditions are required for ) the consummation by the Company of the transactions contemplated hereby.by this Agreement shall not, (i) conflict with, or result in any

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority (corporate and other) to enter into execute and deliver this Agreement and, subject only and the other agreements contemplated hereby and to perform their respective obligations hereunder and thereunder. The execution and delivery by the adoption Company of this Agreement and the approval of other agreements contemplated hereby and, subject to obtaining the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate which is the only approval required from the Company Stockholders, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by this Agreementall necessary corporate and other action on the part of the Company. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”)Company, at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is advisable, fair to and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, and (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has and all other agreements contemplated hereby have been or will be as of the Closing Date duly and validly executed and delivered by the Company and constitutes the or will constitute a valid and binding obligation of the Company, enforceable against it in accordance with its terms. Other than the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) The Company Merger Partner has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Merger Partner Voting Proposal”) by the CompanyXxxxxx Partner’s stockholders Shareholders under the DGCL and as set forth in Section 3.3(d) the certificate of incorporation of Merger Partner (the “Company Stockholder Merger Partner Shareholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Merger Partner Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair to, and in the best interests of the Company of, Xxxxxx Partner and its stockholdersShareholders, (iiiii) declared approved this Agreement, the advisability of, approved Merger and adopted the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved determined to recommend that the stockholders Shareholders of the Company Xxxxxx Partner vote in favor of the adoption of to adopt this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to thereby approve the Merger and any such other transactions actions as contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company Xxxxxx Partner have been duly authorized by all necessary corporate action on the part of the CompanyMerger Partner, subject only to the required receipt of the Company Stockholder Merger Partner Shareholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the Company due execution and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of the CompanyMerger Partner, enforceable against such party in accordance with its terms. Other than , subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Required Company Stockholder Approval”)Vote, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors present at the meeting (i) unanimously approved this Agreement, (ii) determined that the Merger is fair to and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement and declared Table of Contents its advisability in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the MergerAgreement, and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement not to be subject to any state takeover law (including Section 203 of the DGCL) Law or similar law Law that might otherwise apply to such execution, delivery, performance or consummation. Assuming the Merger accuracy of the representations and any other transactions contemplated by this Agreement. The warranties of the Buyer and the Transitory Subsidiary in Section 4.6, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Required Company Stockholder ApprovalVote. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement and declared its advisability in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the MergerAgreement, and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement Agreement, perform its obligations hereunder and, subject only to assuming that the adoption of this Agreement and the approval Merger is consummated in accordance with Section 251(h) of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”)DGCL, to consummate the transactions contemplated by this AgreementMerger. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “The Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors, duly adopted resolutions (i) unanimously approved approving and declaring the advisability of this Agreement, the Merger, the Offer and the other transactions contemplated by this Agreement, (ii) determined declaring that the Merger it is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption that the Company enter into this Agreement and approval consummate the Merger and resolved to recommend that the stockholders of the Company vote accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, in favor each case on the terms and subject to the conditions set forth herein, (iii) declaring that the terms of the adoption of this Agreement Offer and the approval Merger are fair to the Company and the Company’s stockholders and (iv) recommending that the stockholders of the Merger, Company accept the Offer and (v) tender their shares of Company Common Stock pursuant to the extent necessary, adopted a resolution having Offer. Assuming the effect accuracy of causing the Company not to be subject to any state takeover law (including representations and warranties of the Parent and the Purchaser in Section 203 4.6 and that the Merger is consummated in accordance with Section 251(h) of the DGCL) or similar law that might otherwise apply to , the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the Parent and the Purchaser, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has and the Subsidiaries have all requisite corporate power and authority (corporate and other) to enter into execute and deliver this Agreement and, subject only and the other agreements contemplated hereby to which it is a party and to perform their respective obligations hereunder and thereunder. The execution and delivery by the adoption Company of this Agreement and the approval of other agreements contemplated hereby to which it is a party and, subject to obtaining the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate which is the only approval required from the Company Stockholders, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by this Agreementall necessary corporate and other action on the part of the Company. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”)Company, at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is advisable, fair and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, and (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has and all other agreements contemplated hereby to which the Company or any Subsidiary is or will be a party have been or will be as of the Closing Date duly and validly executed and delivered by the Company and constitutes the or will constitute a valid and binding obligation of the Company, enforceable against it in accordance with its terms. Other than the Company Stockholder Approval, no other approvalsexcept as enforceability may be limited by bankruptcy, consentsinsolvency, waivers reorganization, moratorium or other conditions are required for the consummation similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of the transactions contemplated herebyequity.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (together with any duly constituted committee thereof, the “Company Board”), at a meeting duly called and held held, (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement and declared its advisability in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and 8 resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the MergerAgreement, and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to such execution, delivery, performance or consummation. None of such actions of the Company Board has been amended, rescinded or modified; provided that such actions may be amended, rescinded or modified after the date of this Agreement in accordance with Section 6.1. Assuming the accuracy of the representations and warranties of Buyer and Merger and any other transactions contemplated by this Agreement. The Sub in Section 4.6, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company Each Seller Party has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreementhereby. Without limiting the generality of the foregoing, the Board of Directors receiver of the Company (has all requisite power and authority to operate the “business of the Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that during the Merger is fair and in the best interests liquidation of the Company and its stockholdersto enter into and execute this Agreement, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions each case on behalf of the DGCLCompany, (iv) directed that this Agreement and to cause the Company to consummate the transactions contemplated hereby. This Agreement, and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger30 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, and (v) to the extent necessaryMARKED BY [***], adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this AgreementHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company hereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approvaleach Seller Party. This Agreement has been duly executed and delivered by each Seller Party. This Agreement constitutes, assuming the Company due authorization, execution and constitutes delivery by the Purchaser, the valid and binding obligation of the Companyeach Seller Party, enforceable against each Seller Party in accordance with its terms. Other than , except to the Company Stockholder Approvalextent that enforceability may be limited by applicable bankruptcy, no other approvalsreorganization, consentsinsolvency, waivers moratorium or other conditions are required for Laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. No vote or written consent of any holder of securities of any Seller Party is necessary to approve this Agreement or any of the transactions contemplated hereby except such as has been obtained prior to the date hereof. The execution and delivery by each Seller Party of this Agreement does not, the consummation of the transactions contemplated hereby will not and the Company's commencement of a voluntary liquidation does not, (i) result in the creation of any Liens on any of the Acquired Assets (other than Permitted Liens and Liens created pursuant to the terms of this Agreement and the other agreements and documents executed in connection with the consummation of the transactions contemplated hereby), (ii) conflict with, or result in any violation or breach of any provision of the articles of organization, certificate of incorporation, bylaws or other formation documents of either Seller Party, (iii) violate any Laws applicable to either Seller Party, or (iv) except as set forth on Schedule 3.3(b) of the Company Disclosure Schedule, conflict with or result in a breach of, or give rise to a right of termination of or loss of benefit under, or accelerate the performance required by the terms of any judgment, court order or consent decree, or any Material Contract or constitute a default thereunder. Neither the execution and delivery by the Seller Parties of this Agreement nor the consummation of the transactions contemplated hereby nor the Company's commencement of a voluntary liquidation will require any consent, approval, order or authorization of, or registration, declaration or filing with, or notification to any Governmental Entity or any Person, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, (ii) such filings as may be required under the HSR Act, and (iii) such other consents, approvals, authorizations, permits, filings, registrations and notifications which are listed on Schedule 3.3(c) of the Company Disclosure Schedule.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to assuming the adoption accuracy of this Agreement the representations and warranties of the Parent and the approval Purchaser in Section 4.5 and that the Merger is consummated in accordance with Section 251(h) of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL DGCL, perform its obligations hereunder and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this AgreementMerger. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “The Company Board”), at a meeting duly called and held held, by the vote of all directors, duly and unanimously adopted resolutions (i) unanimously approved this Agreement, (ii) determined determining and declaring that the Merger it is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption that the Company enter into this Agreement and approval consummate the Merger and resolved to recommend that the stockholders of the Company vote accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, in favor of each case on the adoption terms and subject to the conditions set forth herein, (ii) approving and declaring the advisability of this Agreement and Agreement, the approval of the MergerOffer, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any the other transactions contemplated by this Agreement, (iii) declaring that the terms of the Offer and the Merger are fair to the Company and the Company’s stockholders and (iv) recommending that the Company’s stockholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer. The Assuming the accuracy of the representations and warranties of the Parent and the Purchaser in Section 4.5 and that the Merger is consummated in accordance with Section 251(h) of the DGCL, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the Parent and the Purchaser and the accuracy of the representations and warranties of the Parent and the Purchaser in Section 4.5, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company Xxxxxx Partner has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Merger Partner Voting Proposal”) by the CompanyXxxxxx Partner’s stockholders under the DGCL and as set forth in Section 3.3(d) the certificate of incorporation of Merger Partner (the “Company Merger Partner Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board Merger Partner Board, by unanimous written consent of Directors of the Company (the “Company Board”), at a meeting duly called and held all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair to, and in the best interests of the Company of, Merger Partner and its stockholders, (iiiii) declared approved this Agreement, the advisability of, approved Merger and adopted the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved determined to recommend that the stockholders of the Company Merger Partner vote in favor of the adoption of to adopt this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to thereby approve the Merger and any such other transactions actions as contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company Xxxxxx Partner have been duly authorized by all necessary corporate action on the part of the CompanyMerger Partner, subject only to the required receipt of the Company Merger Partner Stockholder Approval. This Agreement has been duly executed and delivered by Xxxxxx Partner and, assuming the Company due execution and delivery of this Agreement by Public Company, constitutes the valid and binding obligation of the CompanyMerger Partner, enforceable against such party in accordance with its terms. Other than , subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and, subject only to assuming that the adoption of this Agreement and the approval Merger is consummated in accordance with Section 251(h) of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”)DGCL, to consummate the transactions contemplated by this AgreementMerger. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “The Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors, duly adopted resolutions (i) unanimously approved approving and declaring the advisability of this Agreement, the Merger, the Offer and the other transactions contemplated by this Agreement, (ii) determined declaring that the Merger it is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption that the Company enter into this Agreement and approval consummate the Merger and resolved to recommend that the stockholders of the Company vote accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, in favor each case on the terms and subject to the conditions set forth herein, (iii) declaring that the terms of the adoption of this Agreement Offer and the approval Merger are fair to the Company and the Company’s stockholders and (iv) recommending that the stockholders of the Merger, Company accept the Offer and (v) tender their shares of Company Common Stock pursuant to the extent necessary, adopted a resolution having Offer. Assuming the effect accuracy of causing the Company not to be subject to any state takeover law (including representations and warranties of the Parent and the Purchaser in Section 203 4.6 and that the Merger is consummated in accordance with Section 251(h) of the DGCL) or similar law that might otherwise apply to , the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only and no further action on the Company’s part is necessary to authorize the required receipt execution, delivery or performance of this Agreement by the Company Stockholder ApprovalCompany. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the Parent and the Purchaser, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority (corporate and other) to enter into execute and deliver this Agreement and, subject only and the other agreements contemplated hereby and to perform its obligations hereunder and thereunder. The execution and delivery by the adoption Company of this Agreement and the approval of other agreements contemplated hereby and, subject to obtaining the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate which is the only approval required from the Company Stockholders, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by this Agreementall necessary corporate and other action on the part of the Company. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”)Company, at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is advisable, fair and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, and (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company Stockholders vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has and all other agreements contemplated hereby have been or will be as of the Closing Date duly and validly executed and delivered by the Company and constitutes the constitute or will constitute a valid and binding obligation of the Company, enforceable against it in accordance with its terms. Other than the Company Stockholder Approval, no other approvals, consents, waivers terms hereof or other conditions are required for the consummation of the transactions contemplated herebythereof.

Authority; No Conflict; Required Filings and Consents. (a) The Company Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into execute and deliver this Agreement andand the other agreements, subject only instruments and documents contemplated by the terms of this Agreement to be executed and delivered by the adoption Buyer or the Transitory Subsidiary, including (in the case of the Buyer) the Escrow Agreement and to perform its obligations hereunder and thereunder. The execution and delivery by the Buyer and the Transitory Subsidiary of this Agreement and the approval of the Merger (the “Company Voting Proposal”) other agreements instruments and documents contemplated by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption terms of this Agreement to be executed and delivered by the approval Buyer or the Transitory Subsidiary, including (in the case of the Merger, and (vBuyer) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Escrow Agreement and the consummation by the Buyer and the Transitory Subsidiary of the transactions contemplated by this Agreement by the Company hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyBuyer and the Transitory Subsidiary, subject only to the required receipt of the Company Stockholder Approvalrespectively. This Agreement has been duly and all other agreements, instruments and documents contemplated by the terms of this Agreement to be executed and delivered by the Company Buyer or the Transitory Subsidiary, including (in the case of the Buyer) the Escrow Agreement have been or will be as of the Closing Date duly and validly executed and delivered by the Buyer and the Transitory Subsidiary and constitutes the or will constitute a valid and binding obligation of the CompanyBuyer and the Transitory Subsidiary, enforceable against them in accordance with its terms. Other than the Company Stockholder Approval, no other approvalsexcept as enforceability may be limited by bankruptcy, consentsinsolvency, waivers reorganization, moratorium or other conditions are required for the consummation similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of the transactions contemplated herebyequity.

Authority; No Conflict; Required Filings and Consents. (a) The Company has and the applicable Company Subsidiaries have all requisite corporate (or analogous entity) power and authority to enter into this Agreement andAgreement, subject only to the adoption of this Purchase Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL other agreements contemplated hereby and as set forth in Section 3.3(d) (the “Company Stockholder Approval”)thereby, to perform their obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called hereby and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreementthereby. The execution and delivery by the Company and the applicable Company Subsidiaries of this Agreement, the Purchase Agreement and the other agreements contemplated hereby and thereby, the performance by the Company and the applicable Company Subsidiaries of their obligations hereunder and thereunder and the consummation by the Company and the applicable Company Subsidiaries of the transactions contemplated by this Agreement by the Company hereby and thereby have been duly authorized by all necessary corporate (or analogous entity) action on the part of the CompanyCompany and the applicable Company Subsidiaries, subject subject, in the case of such consummation, only to the required receipt Shareholder Approval Actions (as defined herein). Each of this Agreement and the Company Stockholder Approval. This Purchase Agreement has been duly executed and delivered by the Company and the applicable Company Subsidiaries and, assuming the due authorization, execution and delivery of this Agreement by the Buyer and Sub and the due authorization, execution and delivery of the Purchase Agreement by MusicCo and the applicable MusicCo Subsidiaries, constitutes the a valid and binding obligation of the CompanyCompany and the applicable Company Subsidiaries, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvalssubject to any applicable bankruptcy, consentsinsolvency, waivers reorganization or other conditions are required for the consummation similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of the transactions contemplated herebyequity.

Authority; No Conflict; Required Filings and Consents. (a) (i) The Company has all requisite corporate power and authority to enter into this Agreement andand any Stockholder Related Agreement to which it is a party, subject only to the adoption of perform its obligations under this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL any Stockholder Related Agreement to which it is a party and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution Agreement and any Stockholder Related Agreement to which it is a party, subject to the approval and adoption of the Merger and this Agreement by the Required Company Stockholder Vote; (ii) the affirmative vote of (A) the holders of at least a majority of the Company Common Shares and (B) the holders of more than sixty percent (60%) of the Company Preferred Shares (the “Required Company Stockholder Vote”) is the only vote of the holders of the Company Shares necessary to approve or adopt the Merger or this Agreement or consummate the Merger; and (iii) the execution, delivery and performance of this Agreement and any Stockholder Related Agreement to which it is a party and the consummation of the Merger and the other transactions contemplated by this Agreement and any Stockholder Related Agreement to which it is a party by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to and no other corporate action or proceeding on the required receipt part of the Company or its board of directors is necessary to authorize the execution, delivery or performance of this Agreement, any Stockholder ApprovalRelated Agreement to which it is a party or the consummation of the Merger or any of the other transactions contemplated by this Agreement or any such Stockholder Related Agreement; provided, however that the Merger is subject to the approval and adoption of the Merger and this Agreement by the Required Company Stockholder Vote. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than the Company Stockholder Approval, no other approvalsexcept as such enforceability may be limited by (i) bankruptcy, consentsinsolvency, waivers reorganization, moratorium or other conditions are required for similar laws affecting or relating to creditors’ rights generally, and (ii) the consummation availability of the transactions contemplated herebyinjunctive relief and other equitable remedies.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only in the case of the consummation of the Merger to the adoption approval of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) MBCA (the “Company Stockholder Approval”), to perform its obligations under and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (together with any duly constituted committee thereof, the “Company Board”), at a meeting duly called and held held, (i) unanimously approved this Agreement, (ii) determined that the Merger is fair to and in the best interests of the Company and its stockholders, (iiiii) declared approved the advisability of, approved Company Stockholder Agreement and adopted this Agreement and declared its advisability in accordance with the provisions of the DGCLMBCA, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption approval of this Agreement and the approval of the MergerAgreement, and (viv) to the extent necessary, adopted a resolution vote having the effect of causing the execution, delivery and performance of this Agreement and the Company Stockholder Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement not to be subject to any state takeover law (including Section 203 of the DGCL) Law or similar law Law that might otherwise apply to such execution, delivery, performance or consummation. Assuming the accuracy of the representations and warranties of Buyer and Merger Sub in Section 4.5, the execution, delivery and any other transactions contemplated by this Agreement. The execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement Agreement, perform its obligations hereunder and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to the extent required by applicable law, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is Merger, the Offer and this Agreement are fair to and in the best interests of the Company and its stockholders, (iiiii) declared approved the advisability ofMerger, approved the Offer and adopted this Agreement and declared their advisability in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and Agreement, to the approval of the Mergerextent required by applicable law, and (viv) to the extent necessary, adopted a resolution resolutions having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to this Agreement, the Merger and Stockholders’ Agreement, the Merger, the Offer or any other transactions contemplated by this AgreementAgreement or the Stockholders’ Agreement and (v) recommended that the holders of Company Common Stock tender their shares into and accept the Offer. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder ApprovalApproval to the extent required by applicable law. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, except to the extent that such enforceability (A) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, and (B) is subject to general principles of equity. Other than Each member of the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for Board (1) is a “Continuing Director” defined in the consummation Certificate of Incorporation of the transactions contemplated herebyCompany) and (2) is not an “Interested Stockholder” defined in the Certificate of Incorporation of the Company) or affiliated with an “Interested Stockholder”. The Company is not subject to Section 2115 of the California Corporations Code.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval each of the Merger agreements and documents contemplated hereby to which Company is a party (the “"Company Voting Proposal”Ancillary Agreements") by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this AgreementAncillary Agreements. The execution and delivery of this Agreement and the Company Ancillary Agreements and the consummation of the transactions contemplated by this Agreement and the Company Ancillary Agreements by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only Company other than with respect to the required receipt Merger: the approval and adoption of this Agreement and the Merger by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Stockholder ApprovalCommon Stock, and the filing of the Certificate of Merger with the Secretary of State of Delaware as required by the DGCL. This Agreement has been and each of the Company -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER 12 Ancillary Agreements has been or will be duly executed and delivered by Company and (assuming the due execution and delivery of such agreements by the other parties thereto) constitutes or, with respect to the Company and Ancillary Agreements, constitutes or will constitute, the valid and binding obligation obligations of the Company, enforceable in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). Other than The Board of Directors of Company has not taken any action to accelerate any options granted under the Company Stockholder Approval, no other approvals, consents, waivers Stock Plans or other conditions are required for Warrants and has approved the consummation treatment of the transactions contemplated herebyOptions and Warrants set forth in Section 1.5 of this Agreement. Company has delivered or concurrently with the execution of this Agreement is delivering any required notice under the Warrants to the holders thereof.

Authority; No Conflict; Required Filings and Consents. (a) The Company Xxxxxx has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement, subject only to the approval of this Agreement (the “Xxxxxx Voting Proposal”) by Xxxxxx’x shareholders under the Companies Act (the “Xxxxxx Shareholder Approval”). Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Xxxxxx Board”), at a meeting duly called and held held, by the unanimous vote of all directors, approved resolutions that (i) unanimously approved this Agreement, (ii) determined that the Merger is transactions contemplated by this Agreement are advisable and fair to, and in the best interests of the Company of, Xxxxxx and its stockholdersshareholders, (iiiii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCLCompanies Act, (iviii) directed that this Agreement and the Merger Xxxxxx Voting Proposal be submitted to the stockholders shareholders of the Company Xxxxxx for their adoption and approval and resolved to recommend (iv) recommended that the stockholders shareholders of the Company Xxxxxx vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) Xxxxxx Voting Proposal. No Takeover Laws of the Islands of Bermuda apply or purport to apply to Xxxxxx with respect to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company Xxxxxx have been duly authorized by all necessary corporate action on the part of the CompanyXxxxxx, subject only to the required receipt of the Company Stockholder Xxxxxx Shareholder Approval. This Agreement has been duly executed and delivered by the Company Xxxxxx and constitutes the valid and binding obligation of the CompanyXxxxxx, enforceable in accordance with its terms. Other than , subject to the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated herebyBankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption approval of this Agreement and following the approval proposal of such matter in the Merger Proxy Statement (as defined below) (the “Company Voting Proposal”) by the Company’s stockholders shareholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Shareholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company or any duly appointed committee thereof (the “Company Board”), at a meeting duly called and held has (i) unanimously approved this Agreement, (ii) determined that the Merger Asset Sale is fair and in the best interests of the Company and its stockholdersshareholders, (iiiii) declared the advisability of, approved and adopted this Agreement and declared its advisability in accordance with the provisions of the DGCL, and (iviii) directed that this Agreement and the Merger be submitted to the stockholders shareholders of the Company for their adoption and approval and resolved to recommend that the stockholders shareholders of the Company vote in favor of the adoption approval of this Agreement and the approval of the MergerAgreement, and (v) in each case subject to the extent necessary, adopted a resolution having the effect of causing the Company not Board’s rights pursuant to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery by the Parent and the Buyer, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption approval of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders shareholders under the DGCL and as set forth in Section 3.3(d) PBCL (the “Company Stockholder Shareholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholdersshareholders, (iiiii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCLPBCL, and (iviii) directed that this Agreement and the Merger be submitted to the stockholders shareholders of the Company for their adoption and approval and resolved voted to recommend that the stockholders shareholders of the Company vote in favor of the adoption approval of this Agreement and Agreement. The Company has previously taken all necessary action to render inapplicable the approval provisions of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state Pennsylvania anti-takeover law (including Section 203 statutes in Sections 2541 through 2576 inclusive of the DGCL) or similar law PBCL (the “PA Anti-Takeover Statutes”), that might otherwise apply may be applicable to the Merger and any other the transactions contemplated by hereby in this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Shareholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder and, subject only subject, in the case of the Merger, to obtaining the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company Common Stock at the Company Meeting, or any adjournment or postponement thereof, in favor of the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by ” and such approval and adoption having been made in accordance with the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (DGCL, the “Company Stockholder Approval”), ) to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, unanimously (i) unanimously approved this Agreement, (ii) determined that the Merger Merger, on the terms and subject to the conditions set forth herein, is fair to and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted declared advisable this Agreement, the Merger and the transactions contemplated by this Agreement in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and (the approval of the Merger“Company Board Recommendation”), and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company execution, delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to such execution, delivery, performance or consummation; provided, however, that no representation or warranty is made in this clause (iv) with respect to Section 203 of the DGCL, which is addressed in Section 3.21. Assuming the accuracy of the representations and warranties of the Parent and Merger Sub in Section 4.6, the execution, delivery and any other transactions contemplated by this Agreement. The execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company Larscom has all requisite corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject only to the adoption of this Agreement and the approval of the Merger (the “Company "Larscom Voting Proposal”") by the Company’s Larscom's stockholders under the DGCL and as set forth in Section 3.3(d) the rules of The Nasdaq Stock Market, Inc. and applicable law (the “Company "Larscom Stockholder Approval”"), to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Larscom Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair fair, advisable and in the best interests of the Company Larscom and its stockholders, (iiiii) declared the advisability of, adopted and approved and adopted this Agreement in accordance with the provisions of the DGCLDGCL and the Larscom Charter Documents, (iii) approved the Larscom Voting Agreement and the transactions contemplated thereby, and (iv) directed that this Agreement and the Merger Larscom Voting Proposal be submitted to the stockholders of the Company Larscom for their adoption and approval and resolved to recommend that the stockholders of the Company Larscom vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this AgreementLarscom Voting Proposal. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by the Company Larscom have been duly authorized by all necessary corporate action on the part of the CompanyLarscom, subject only to the required receipt of the Company Larscom Stockholder Approval. This Agreement has been duly executed and delivered by the Company Larscom and constitutes the valid and binding obligation of the CompanyLarscom, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). Other than No takeover statute or similar statute or regulation applies to the Company Stockholder ApprovalMerger, no other approvals, consents, waivers this Agreement or other conditions are required for the consummation any of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) The Company 4.2.1 Seller has all requisite corporate power and authority to enter into this Agreement and, subject only and the other agreements contemplated hereby and to consummate the adoption of transactions that are contemplated by this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions other agreements contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the other agreements contemplated hereby by Seller and the consummation by Seller of the transactions that are contemplated by this Agreement by and the Company other agreements contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder ApprovalSeller. This Agreement, the Transition Services Agreement has been and the Escrow Agreement have been, and the other agreements contemplated hereby have been, or will be at Closing, as applicable, duly executed and delivered by Seller, and assuming this Agreement, the Company Transition Services Agreement, the Escrow Agreement, and constitutes the other agreements contemplated hereby constitute, or will constitute at Closing, as applicable, the valid and binding obligation of the Companyother parties hereto, this Agreement, the Transition Services Agreement and the Escrow Agreement and the other agreements contemplated hereby constitute, or will constitute at Closing, as applicable, the valid and binding obligations of Seller, enforceable against Seller in accordance with its their respective terms. Other than , subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Buyer Voting Proposal”) Proposal by the Company’s Buyer's stockholders under the DGCL and as set forth in Section 3.3(d) rules of The NASDAQ Stock Market (the “Company "Buyer Stockholder Approval”"), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company Buyer (the “Company "Buyer Board”"), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company Buyer and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (ivii) directed that this Agreement and the Merger Buyer Voting Proposal be submitted to the stockholders of the Company Buyer for their adoption and approval and resolved to recommend that the stockholders of the Company Buyer vote in favor of the adoption of this Agreement and the approval of the Merger, Buyer Voting Proposal and (viii) to the extent necessary, adopted a resolution having the effect of causing the Company Buyer not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the CompanyBuyer and the Transitory Subsidiary (including the approval of the Merger by the Buyer in its capacity as the sole stockholder of the Transitory Subsidiary), subject only to the required receipt of the Company Buyer Stockholder Approval. This Agreement has been duly executed and delivered by each of the Company Buyer and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the CompanyBuyer and the Transitory Subsidiary, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement and declared its advisability in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the MergerAgreement, and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company Zircon has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Zircon Voting Proposal”) by the CompanyZircon’s stockholders under the DGCL CCC and as set forth in Section 3.3(d) Zircon’s articles of incorporation (the “Company Stockholder ApprovalArticles”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Zircon Board of Directors of the Company (the “Company Board”), at a meeting duly called and held has unanimously (i) unanimously approved this Agreement, (ii) determined that the Merger is fair to, and in the best interests of the Company of, Zircon and its stockholders, (iiiii) declared approved this Agreement, the advisability of, approved Merger and adopted the actions contemplated by this Agreement in accordance with the provisions of the DGCLCCC, (iii) declared this Agreement advisable, and (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved determined to recommend that the stockholders of the Company Zircon vote in favor of the adoption of to adopt this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to thereby approve the Merger and any such other transactions actions as contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company Zircon have been duly authorized by all necessary corporate action on the part of the CompanyZircon, subject only to the required receipt of the Company Zircon Stockholder Approval. This Agreement has been duly executed and delivered by Zxxxxx and, assuming the Company due execution and delivery by Harmony, constitutes the valid and binding obligation of the CompanyZircon, enforceable against Zircon in accordance with its terms. Other than , subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (ad) The Company has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements to which the Company is or will be a party and, subject only to the adoption of this Agreement and the approval receipt of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreementhereby and thereby, including the Merger. Without limiting the generality The board of the foregoing, the Board of Directors directors of the Company has (the “Company Board”), at a meeting duly called and held held, and at which all of the directors of the Company were present) duly and unanimously adopted resolutions (i) unanimously approved this Agreement, (ii) determined that deeming the Merger is fair advisable and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that approving this Agreement and the Merger be submitted in accordance with the DGCL and CCC upon the terms and subject to the stockholders of the Company for their adoption conditions set forth herein and approval and resolved to recommend that the stockholders of the Company vote in favor of (iii) recommending the adoption of this Agreement and by the approval stockholders of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this AgreementCompany. The execution and delivery of this Agreement and the Ancillary Agreements to which the Company is or will be a party and the consummation of the transactions contemplated by this Agreement hereby and thereby by the Company have been duly authorized by all necessary corporate action on the part board of directors of the Company, Company and subject only to the required receipt of the Company Stockholder Approval, no further corporate or stockholder authorization will be required to authorize the execution, delivery and performance by the Company of this Agreement and such Ancillary Agreements and the consummation by the Company of the transactions contemplated hereby and thereby. This Agreement has and the Ancillary Agreements to which the Company is or will be a party have been or, when executed, will be duly and validly executed and delivered by the Company and constitutes constitute or will constitute (as applicable) the valid and binding obligation obligation, of the Company, enforceable against the Company in accordance with its their terms. Other than , subject to the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated herebyBankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement andand the other Transaction Documents to which it is or will become a party, subject only and to perform its obligations under, and to consummate the adoption of Merger and the other transactions contemplated by, this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any such other transactions contemplated by this AgreementTransaction Documents. The execution and delivery by the Company of, the performance of this Agreement its obligations under, and the consummation of the Merger and the other transactions contemplated by by, this Agreement by the Company and such other Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt adoption and approval of this Agreement and the transactions contemplated hereby, including the Merger, by the Company’s stockholders holding in the aggregate at least a majority of the issued and outstanding shares of Company Common Stock (the “Company Stockholder Approval”). This Agreement has been and such other Transaction Documents have been or, when executed and delivered, will be duly executed and delivered by the Company. This Agreement and each of the other Transaction Documents to which the Company is a party constitutes, and constitutes each of the other Transaction Documents to which the Company will become a party, when executed and delivered by the Company, will constitute, a valid and binding obligation of the Company, Company enforceable by Parent against the Company in accordance with its their respective terms. Other than , except to the Company Stockholder Approvalextent that enforceability may be limited by applicable bankruptcy, no other approvalsreorganization, consentsinsolvency, waivers moratorium or other conditions are required for laws affecting the consummation enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity (the transactions contemplated hereby“Bankruptcy and Equity Exceptions”).

Authority; No Conflict; Required Filings and Consents. (a) The Company Each of Purchaser and Purchaser Sub has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL other Transaction Documents to which it is or will become a party, and as set forth in Section 3.3(d) (the “Company Stockholder Approval”)to perform its obligations under, and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoingby, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any such other transactions contemplated by this AgreementTransaction Documents. The execution and delivery by Purchaser and/or Purchaser Sub of, the performance of this Agreement its obligations under, and the consummation of the transactions contemplated by by, this Agreement by the Company and such other Transaction Documents have been (or, to the extent not executed as of the date hereof, will be) duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder ApprovalPurchaser and Purchaser Sub. This Agreement has been and such other Transaction Documents have been (or, when executed and delivered by Purchaser and/or Purchaser Sub, will be) duly executed and delivered by Purchaser and/or Purchaser Sub. This Agreement and each of the Company other Transaction Documents to which Purchaser and/or Purchaser Sub is a party constitutes, and constitutes each of the other Transaction Documents to which Purchaser and/or Purchaser Sub will become a party, when executed and delivered by Purchaser and/or Purchaser Sub, will constitute, a valid and binding obligation of the CompanyPurchaser and/or Purchaser Sub, enforceable by the Seller and the Group Companies against Purchaser and/or Purchaser Sub in accordance with its their respective terms. Other than , except to the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated herebyextent that enforceability may be limited by applicable Bankruptcy and Equity Exceptions.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders shareholders under the DGCL and as set forth in Section 3.3(d) NGCL (the “Company Stockholder Shareholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors and upon the approval and recommendation of a special committee of the Company Board comprised solely of four independent directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholdersshareholders, (iiiii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCLNGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders shareholders of the Company for their adoption and approval and resolved to recommend that the stockholders shareholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, Merger and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 provision of the DGCLNGCL relating to a merger with interested stockholders (including, without limitation, a “fair price,” “moratorium,” or “control share acquisition” statute) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Shareholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other approvalssubject to applicable bankruptcy, consentsinsolvency, waivers or other conditions are required for the consummation fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of the transactions contemplated herebyequity.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement and the approval of the Merger (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (together with any duly constituted committee thereof, the “Company Board”), at a meeting duly called and held held, (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iiiii) declared the advisability of, approved and adopted this Agreement and declared its advisability in accordance with the provisions of the DGCL, (iviii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the MergerAgreement, and (viv) to the extent necessary, adopted a resolution having the effect of causing the Company execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to such execution, delivery, performance or consummation. None of such actions of the Company Board has been amended, rescinded or modified; provided that such actions may be amended, rescinded or modified after the date of this Agreement in accordance with Section 6.1. Assuming the accuracy of the representations and warranties of Buyer and Merger and any other transactions contemplated by this Agreement. The Sub in Section 4.6, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Other than , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Company Stockholder Approval, no other approvals, consents, waivers or other conditions are required for the consummation of the transactions contemplated hereby“Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) The Company has possesses full legal right and all requisite corporate limited liability company power and authority necessary to enter into execute and deliver this Agreement andAgreement, subject only the Transaction Documents (to the adoption extent a party thereto), and any and all instruments necessary or appropriate in order to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by the Company and its Subsidiaries of this Agreement and the approval of other Transaction Documents (to the Merger extent each is a party thereto) has been duly and validly authorized by all necessary limited liability company (or equivalent) action and no other action (limited liability company or otherwise) on the “Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors part of the Company (or any of its Subsidiaries is necessary to authorize the “Company Board”)execution, at a meeting duly called delivery, and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption performance of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder ApprovalTransaction Documents. This Agreement and each Transaction Document to which the Company or any of its Subsidiaries is a party has been duly and validly executed and delivered by the Company or its applicable Subsidiary, and constitutes the constitutes, or upon its execution and delivery will constitute, a valid and legally binding obligation of the CompanyCompany and its Subsidiaries, as applicable, each enforceable against the Company and its Subsidiaries, as applicable, in accordance with its terms, except in each case as may be limited by applicable bankruptcy, insolvency, or similar Laws affecting creditors’ rights generally or by general principles of equity. Other than (b) The execution, delivery, and performance by the Company Stockholder Approvaland its Subsidiaries of this Agreement and the other Transaction Documents to which the Company or any of its Subsidiaries is a party, no other approvals, consents, waivers or other conditions are required for and the consummation by the Company and its Subsidiaries of the transactions contemplated herebyhereby and thereby, do not and will not (i) conflict with or violate the Organizational Documents of the Company or any of its Subsidiaries, (ii) violate any Law applicable to the Company, any of its Subsidiaries, or their respective assets or properties, or give any Government Entity or other Person the right to revoke, withdraw, suspend, limit, cancel, terminate, or modify any consents, permits, licenses, registrations or approvals granted to the Company or any of its Subsidiaries, (iii) require the consent of, notice to, or other action by, any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration or termination of, or result in the creation of any Lien upon any property or assets of the Company or any of its Subsidiaries pursuant to, any Contract, except to the extent that the occurrence of any of the foregoing items would not reasonably be expected to have a Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) The Private Company has all requisite corporate necessary power and authority to enter into execute, deliver and perform its obligations under this Agreement andand the other documents contemplated hereby to be executed or delivered by Private Company and to consummate the Transactions. The execution, subject only to the adoption delivery and performance of this Agreement and the approval other documents contemplated hereby and thereby to be executed and delivered by Private Company and the consummation by Private Company of the Merger transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and other action on the part of Private Company. This Agreement has been, and all other documents contemplated hereby and thereby to be executed or delivered by Private Company will be, duly and validly executed and delivered by Private Company and, assuming the due authorization, execution and delivery by Public Company, the Stockholder and any other party thereto, constitute or will constitute valid and binding obligations of Private Company, enforceable against Private Company in accordance with their terms, except as the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally or applicable equitable principles (the “Company Voting Proposal”whether considered in a proceeding at law or in equity). (b) by the Company’s stockholders under the DGCL and Except as set forth in on Section 3.3(d4.4(b) (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoingPrivate Company Disclosure Schedule, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other documents contemplated hereby to be executed and delivered by Private Company and the Stockholder do not, and the consummation by Private Company and the Stockholder of the transactions contemplated by this Agreement by hereby and thereby will not, (i) conflict with, or result in any violation or breach of, any provision of the articles of association of Private Company have been duly authorized by all necessary corporate action or of the charter, bylaws or other organizational document of any Subsidiary of Private Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, require the payment of a penalty under or result in the imposition of any Lien (other than a Permitted Lien) on the part assets of Private Company or any of its Subsidiaries pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which Private Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets (whether owned or leased) may be bound, or (iii) to the knowledge of Private Company, subject only to the required receipt compliance with any applicable requirements of the Antitrust Laws, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Private Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation or any of its Subsidiaries or any of the Companyproperties or assets now owned, enforceable operated or leased by any of them, except in accordance with its terms. Other than the Company Stockholder Approvalcase of clauses (ii) and (iii) of this Section 4.4(b) for any such conflicts, no other violations, breaches, defaults, notices, filings, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents, approvals, consentsauthorizations, waivers or other conditions are required for the consummation of the transactions contemplated hereby.or