Common use of Authority Relative to Agreement Clause in Contracts

Authority Relative to Agreement. The Company has all necessary corporate power and authority to (i) execute and deliver this Agreement, (ii) to perform its obligations hereunder, and (iii) subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby. Prior to the completion of the Spin-Off, the Company will have all necessary corporate power and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, or to consummate the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Buyer and Acquisition Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

Authority Relative to Agreement. The Company has all necessary corporate power and authority to (i) execute and deliver this AgreementAgreement and the other agreements referred to in this Agreement to which it is or will be a party, (ii) to perform its obligations hereunderhereunder and, and (iii) subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby. Prior to hereby and thereby, including the completion of the Spin-Off, the Company will have all necessary corporate power and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated therebyMerger. The execution and delivery of this Agreement and the CVR Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby, including the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, Agreement or the CVR Agreement or to consummate the Merger and the other transactions contemplated hereby or thereby, including the Merger (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State, and other than the declaration of the Pre-Merger Special Distribution or the approval of the Recapitalization (and the filing of a related certificate of amendment of the Company’s Restated Certificate of Incorporation with the Secretary of State)). Prior The Company’s board of directors has approved this Agreement and the CVR Agreement, declared this Agreement to be advisable, approved the transactions contemplated hereby and thereby, determined them to be fair and in the best interest of the Company and its stockholders, and resolved to recommend to the completion stockholders of the Spin-Off, Company the execution and delivery Company Recommendation that they vote in favor of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date adoption of this Agreement; provided, however, that Agreement in accordance with the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this AgreementDGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Buyer Parent and Acquisition Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.”

Authority Relative to Agreement. The Company has all necessary corporate power and authority to (i) execute and deliver this Agreement, (ii) to perform its obligations hereunder, and (iii) subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby. Prior to the completion of the Spin-OffIn accordance with their respective Charter Documents, the Company will and Diblo have all necessary corporate power and authority to (i) execute and deliver each this Agreement, and, subject to the adoption and approval of the Spin-Off AgreementsMerger Resolutions on the Shareholders’ Meetings Date, as applicableto perform their obligations hereunder, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated therebyhereby, including the Merger. The execution and delivery of this Agreement by the Company and Diblo, and the consummation by the Company and Diblo of the Merger and the other transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate actionaction in accordance with applicable Law, and except for the adoption and approval on the Shareholders’ Meetings Date of the Merger Resolutions and the Merger Resolutions (as defined in the DIFA Merger Agreement), and the resolution of the board of directors of the Company in respect of the fairness of the Offer Consideration, to be issued as and when required by applicable Law, no other corporate or shareholder proceedings on the part of the Company or Diblo are necessary to authorize the execution and delivery of this Agreement, Agreement or to consummate the Merger and the other transactions contemplated hereby (other thanhereby, with respect to including the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and Diblo and, assuming the due authorization, execution and delivery by Buyer the other parties hereto and Acquisition Subthe adoption and approval of the Merger Resolutions, this Agreement constitutes a legal, valid and binding obligation of the CompanyCompany and Diblo, enforceable against the Company and Diblo in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to (i) execute and deliver this Agreement, (ii) the Ancillary Agreements and the Related Transaction Agreements, to perform its obligations hereunderhereunder and thereunder and to consummate the Merger, the Related Transactions and (iii) the other transactions contemplated by this Agreement, the Ancillary Agreements and the Related Transaction Agreements, subject in the case of the Merger and the FFELP Transaction to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby. Prior to the completion of the Spin-Off, the Company will have all necessary corporate power and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated thereby. The execution and delivery of this Agreement Agreement, the Ancillary Agreements and the Related Transaction Agreements by the Company and the consummation by the Company of the Merger Merger, the Related Transactions and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, the Ancillary Agreements and the Related Transaction Agreements or to consummate the Merger Merger, the Related Transactions and the other transactions contemplated hereby and thereby (other than, with respect to the MergerMerger and the FFELP Transaction, the receipt of the Requisite Stockholder Approval, as well as and with respect to the Merger, the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-OffThis Agreement, the execution and delivery of the Spin-Off Ancillary Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Related Transaction Agreements have been provided to Buyer prior to (or at the date time of this Agreement; providedthe Closing, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreement. This Agreement has been will be) duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Buyer and Acquisition Sub, this Agreement constitutes a and the Ancillary Agreements constitute (or, at the time of Closing, will constitute), and, assuming the due authorization, execution and delivery by each of the other parties thereto, the Related Transaction Agreements constitute (or, at the time of Closing, will constitute), legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to (i) execute and deliver this Agreement, (ii) to perform its obligations hereunder, and (iii) subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby. Prior to the completion of the Spin-Off, the Company will Subsidiary Adviser have all necessary corporate power and authority to (i) execute and deliver each this Agreement and, subject (in the case of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (iiCompany Merger) to perform its obligations under obtaining the Spin-Off Agreements and (iii) Company Stockholder Approval, to consummate the Spin-Off and the other transactions contemplated therebyhereby. The execution execution, delivery and delivery performance of this Agreement by the Company and Subsidiary Adviser, and the consummation by the Company and Subsidiary Adviser of the Merger and the other transactions contemplated hereby by this Agreement, have been duly and validly authorized by all necessary corporate actionaction by the Company and Subsidiary Adviser, and (in the case of the Adviser Merger, except for the filing of the Adviser Merger Certificate of Merger with the Delaware Secretary of State, and in the case of the Company Merger, except for the (i) Company Stockholder Approval and (ii) filing of the Company Merger Certificate of Merger with the Delaware Secretary of State) no other corporate proceedings action or proceeding on the part of the Company are or Subsidiary Adviser is necessary to authorize the execution execution, delivery and delivery performance of this Agreement, or to consummate Agreement by the Merger Company and the other transactions contemplated hereby (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements Subsidiary Adviser and the consummation by the Company and Subsidiary Adviser of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and Subsidiary Adviser and, assuming the due authorization, execution and delivery by Buyer and Acquisition Sub, of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyCompany and Subsidiary Adviser, enforceable against the Company and Subsidiary Adviser in accordance with its terms terms, except that (except as i) such enforceability enforcement may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedies of specific performance and injunctive and other similar laws forms of general applicability relating equitable relief may be subject to or affecting creditor’s rights, equitable defenses and to general equitable principles). The board of directors the discretion of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreementcourt before which any Proceeding therefor may be brought.

Authority Relative to Agreement. The Company has all necessary corporate power and authority to (i) execute and deliver this AgreementAgreement and the other agreements referred to in this Agreement to which it is or will be a party, (ii) to perform its obligations hereunderhereunder and, and (iii) subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby. Prior to hereby and thereby, including the completion of the Spin-Off, the Company will have all necessary corporate power and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated therebyMerger. The execution and delivery of this Agreement and the CVR Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby, including the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, Agreement or the CVR Agreement or to consummate the Merger and the other transactions contemplated hereby or thereby, including the Merger (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State, and other than the declaration of the Pre-Merger Special Distribution or the approval of the Recapitalization (and the filing of a related certificate of amendment of the Company’s Restated Certificate of Incorporation with the Secretary of State)). Prior The Company’s board of directors has unanimously approved this Agreement the CVR Agreement, declared this Agreement to be advisable, approved the transactions contemplated hereby, determining them to be fair and in the best interest of the Company and its stockholders, and resolved to recommend to the completion stockholders of the Spin-Off, Company the execution and delivery Company Recommendation that they vote in favor of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date adoption of this Agreement; provided, however, that Agreement in accordance with the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this AgreementDGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Buyer Parent and Acquisition Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to (i) execute and deliver this Agreement, (ii) to perform its obligations hereunder, hereunder and (iii) subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby. Prior to hereby subject to, in the completion case of the Spin-Offconsummation of the Merger, the Company will have all necessary corporate power adoption and authority to approval of this Agreement and the transactions contemplated hereby at the Stockholder Meeting (iat which a quorum is present) execute and deliver each by the affirmative vote of a majority of the Spin-Off Agreements, as applicable, Total Votes entitled to be cast at such meeting (and each other agreement, document, or instrument or certificate contemplated the affirmative vote of a majority of all votes entitled to be cast by the Spin-Off Agreements, (ii) to perform its obligations under holders of the Spin-Off Agreements and (iii) to consummate the Spin-Off Series A Serial Preferred Stock and the other transactions contemplated therebyholders of Common Stock, voting as separate classes) (the “Company Stockholder Approval”) and the receipt of Nightingale’s consent pursuant to Section 1.3 of the Shareholders Agreement. The Assuming the accuracy of the representations set forth in Section 5.9, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company or its stockholders are necessary to authorize the execution and delivery of this Agreement, Agreement or to consummate the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the receipt of the Requisite Company Stockholder Approval, as well as and the filing of the Certificate Articles of Merger with the Secretary Department of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Buyer Parent and Acquisition SubSub and the accuracy of the representations set forth in Section 5.9, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Legal Requirement of general applicability relating to or affecting creditor’s rights, and to by general equitable principles). The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to (i) execute and deliver this Agreement, (ii) to perform its obligations hereunder, and (iii) subject to receipt of the Requisite Stockholder Approvalhereunder and, to consummate the Merger and the other transactions contemplated hereby. Prior to , including the completion of the Spin-Off, the Company will have all necessary corporate power and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off Offer and the other transactions contemplated therebyMerger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger transactions contemplated hereby, including the Offer and the other transactions contemplated hereby Merger, have been duly and validly authorized by all necessary corporate action. The board of directors of the Company, at meetings duly called and held, adopted resolutions, at the recommendation of the Special Committee, (A) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated by this Agreement, (B) declaring that it is in the best interests of the stockholders of the Company that the Company enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement, (C) recommending that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Acquisition Sub in the Offer, (D) directing that the adoption of this Agreement be submitted as promptly as practicable to a vote at a meeting of the stockholders of the Company, if required by applicable Law, and no (E) recommending that the stockholders of the Company adopt this Agreement, if required by applicable Law, which resolutions, as of the date of this Agreement, have not been subsequently rescinded, modified or withdrawn in any way. No other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, Agreement or to consummate the Merger transactions contemplated hereby, including the Offer and the other transactions contemplated hereby Merger (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as than the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Buyer and Acquisition Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

Authority Relative to Agreement. The Company Each of Buyer and Acquisition Sub has all necessary corporate power and authority to (i) execute and deliver this AgreementAgreement and the Ancillary Agreements to which it is a party, (ii) to perform its obligations hereunder, hereunder and (iii) subject to receipt of the Requisite Stockholder Approval, thereunder and to consummate the Merger and the other transactions contemplated hereby. Prior to the completion of the Spin-Off, the Company will have all necessary corporate power hereby and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated thereby. The execution and delivery of this Agreement and the Ancillary Agreements by the Company Buyer and Acquisition Sub, as applicable, and the consummation by the Company Buyer and Acquisition Sub of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction of Buyer and Acquisition Sub (and, with respect to Acquisition Sub, by its sole stockholder), and no other corporate proceedings on the part of the Company Buyer or Acquisition Sub are necessary to authorize the execution and delivery of this Agreement, Agreement and the Ancillary Agreements to which it is a party or to consummate the Merger and the other transactions contemplated hereby and thereby (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements This Agreement and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Ancillary Agreements have been provided to Buyer prior to (or at the date time of this Agreement; providedthe Closing, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreement. This Agreement has been will be) duly and validly executed and delivered by the Company Buyer and Acquisition Sub, as applicable, and, assuming the due authorization, execution and delivery by the Company, this Agreement and the Ancillary Agreements constitute (or, at the time of the Closing, will constitute) legal, valid and binding obligations of Buyer and Acquisition Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company Buyer and Acquisition Sub in accordance with its their terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

Authority Relative to Agreement. The Company has (a) Parent, Acquisition Sub and IHAM have all necessary corporate entity power and authority to (i) execute and deliver this AgreementAgreement and, subject (iiin the case of the issuance of shares of Parent Common Stock in connection with the Company Merger) to perform its obligations hereunder, and (iii) subject to receipt of obtaining the Requisite Parent Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby. Prior to the completion of the Spin-OffThe execution, the Company will have all necessary corporate power delivery and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated thereby. The execution and delivery performance of this Agreement by the Company Parent, Acquisition Sub and IHAM, and the consummation by the Company Parent, Acquisition Sub and IHAM of the Merger and the other transactions contemplated hereby by this Agreement, have been duly and validly authorized by all necessary corporate actionor similar action by Parent, Acquisition Sub and IHAM, and no other corporate proceedings on (in the part case of the Company are necessary to authorize the execution and delivery of this Agreement, or to consummate the Merger and the other transactions contemplated hereby (other than, with respect to the Adviser Merger, the receipt of the Requisite Stockholder Approval, as well as except for the filing of the Adviser Merger Certificate of Merger with the Delaware Secretary of State). Prior to , and in the completion case of the Spin-Offissuance of shares of Parent Common Stock in connection with the Company Merger, except for the execution and delivery (i) receipt of the Spin-Off Agreements Parent Stockholder Approval and (ii) filing of the Company Merger Certificate of Merger with the Delaware Secretary of State) no other Proceeding on the part of Parent, Acquisition Sub or IHAM is necessary to authorize the execution, delivery and performance of this Agreement by Parent, Acquisition Sub and IHAM and the consummation by the Company Parent, Acquisition Sub and IHAM of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreement. This Agreement has been duly and validly executed and delivered by the Company Parent, Acquisition Sub and IHAM and, assuming the due authorization, execution and delivery by Buyer and Acquisition Sub, of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Companyeach of Parent, Acquisition Sub and IHAM, enforceable against the Company each of Parent, Acquisition Sub and IHAM in accordance with its terms terms, except that (except as i) such enforceability enforcement may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedies of specific performance and injunctive and other similar laws forms of general applicability relating equitable relief may be subject to or affecting creditor’s rights, equitable defenses and to general equitable principles). The board of directors the discretion of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreementcourt before which any Proceeding therefor may be brought.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to (i) execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the Merger, subject to the adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock that are entitled to vote thereon at the Company Stockholders Meeting, whether in person or by proxy (the “ Company Stockholder Approval ”) . The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, (ii) to perform its obligations hereunderhave been duly and validly authorized by all necessary corporate action by the Company, and (iii) subject to receipt of except for the Requisite Company Stockholder Approval, to consummate and no other corporate Action on the Merger and the other transactions contemplated hereby. Prior to the completion part of the Spin-OffCompany is necessary to authorize the execution, the Company will have all necessary corporate power delivery and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated thereby. The execution and delivery performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, or to consummate the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this AgreementAgreement . This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Buyer and Acquisition Sub, of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except that (except as i) such enforceability enforcement may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedies of specific performance and injunctive and other similar laws forms of general applicability relating equitable relief may be subject to or affecting creditor’s rights, equitable defenses and to general equitable principles)the discretion of the court before which any proceeding therefor may be brought . The board of directors Company Stockholder Approval is the only vote of the Company, at a meeting duly called and held, holders of any securities (including SDRs) of the Company that is required in connection with the transactions contemplated hereby . (b) The Company Board has unanimously adopted resolutions (xi) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, approved this Agreement, the Merger and the other transactions contemplated by this Agreementhereby, and (yii) recommending determined that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated hereby, taken together, are advisable and in the best interests of the Company and its stockholders, (iii) resolved to make the Company Recommendation (provided that any change, modification or rescission of such recommendation by the board of directors of the Company in accordance with Section 6 . 5 shall not be a breach of the representation in clause (iii)), and (iv) such resolutions are sufficient to render the provisions of Section 203 of the DGCL inapplicable to Parent and Acquisition Sub and to this Agreement., the Support Agreements, the Merger and the other transactions contemplated hereby and thereby . No other “business combination”, “control share acquisition”, “fair price”, “moratorium” or other anti - takeover Laws

Authority Relative to Agreement. The Company Each of Buyer and Acquisition Sub has all necessary corporate power and authority to (i) execute and deliver this AgreementAgreement (and each other agreement, (ii) certificate, document and instrument contemplated hereby to be executed and delivered by the Buyer or Acquisition Sub), to perform its obligations hereunder, hereunder and (iii) subject to receipt of the Requisite Stockholder Approval, thereunder and to consummate the Merger and the other transactions contemplated hereby. Prior to the completion of the Spin-Off, the Company will have all necessary corporate power hereby and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated thereby. The execution and delivery of this Agreement (and each other agreement, certificate, document and instrument contemplated hereby to be executed and delivered by the Company Buyer or Acquisition Sub) by Buyer and Acquisition Sub and the consummation by the Company Buyer and Acquisition Sub of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction of Buyer and Acquisition Sub (and, with respect to Acquisition Sub, by its sole stockholder), and no other corporate proceedings on the part of the Company Buyer or Acquisition Sub are necessary to authorize the execution and delivery of this Agreement, Agreement or to consummate the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreement. This Agreement has been duly and validly executed and delivered by the Company Buyer and Acquisition Sub and, assuming the due authorization, execution and delivery by Buyer and Acquisition Subthe Company, this Agreement constitutes a legal, valid and binding obligation of the CompanyBuyer and Acquisition Sub, enforceable against the Company Buyer and Acquisition Sub in accordance with its terms terms, except that (except as i) such enforceability enforcement may be limited by subject to applicable bankruptcy, insolvencyinsolvency or other similar Laws, fraudulent transfernow or hereafter in effect, reorganization, moratorium affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other similar laws forms of general applicability relating equitable relief may be subject to or affecting creditor’s rights, equitable defenses and to general equitable principles). The board of directors the discretion of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreementcourt before which any proceeding therefor may be brought.

Authority Relative to Agreement. The Company IBC has all necessary full corporate power and authority authority, and, except for the approvals of the appropriate regulatory authorities, no further proceedings on the part of IBC are necessary to (i) execute and deliver this Agreement, (ii) to perform its obligations hereunder, Agreement and (iii) subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby. Prior to the completion , all of the Spin-Off, the Company will have all necessary corporate power and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby which have been duly and validly authorized by all necessary IBC's Board of Directors. IBC Bank has full corporate actionpower and authority, and and, except for the approval of the appropriate regulatory authorities, no other corporate further proceedings on the part of the Company IBC Bank are necessary for IBC Bank to authorize execute and deliver the execution Bank Merger Agreement and delivery of this Agreement, or to consummate the Merger and the other transactions contemplated hereby (other thanthereby, with respect to the Merger, the receipt all of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will which have been duly and validly authorized by all necessary corporate action. True and complete copies IBC Bank's Board of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this AgreementDirectors. This Agreement has been duly and validly executed and delivered by the Company andIBC and is a duly authorized, assuming the due authorizationvalid, execution legally binding and delivery by Buyer and Acquisition Sub, this Agreement constitutes a legal, valid and binding enforceable obligation of IBC, subject to the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by effect of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and moratorium, or other similar laws of general applicability relating to or affecting creditor’s rights, creditors' rights generally and to general equitable principles, and subject to such shareholder approvals and such approval of regulatory agencies and other governmental authorities having authority over IBC as may be required by statute or regulation. IBC is not in violation of or default under its Articles of Incorporation or Bylaws or any agreement, document or instrument under which IBC is obligated or bound, or any law, order, judgment, injunction, award, decree, statute, rule, ordinance or regulation applicable to IBC or any of its Subsidiaries, the violation or breach of which could have a Material Adverse Effect on IBC and its Subsidiaries taken as a whole. Except as set forth on Schedule 4.2, neither the execution, delivery nor performance of this Agreement in its entirety, nor the consummation of all the transactions contemplated hereby, following the receipt of such approvals as may be required from the TDB, the FRB, and the FDIC, will (i) violate (with or without the giving of notice or passage of time). The board , any law, order, writ, judgment, injunction, award, decree, rule, statute, ordinance or regulation applicable to IBC or (ii) be in conflict with, result in a breach or termination of directors any provision of, cause the acceleration of the Companymaturity of any debt or obligation pursuant to, constitute a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any security interest, lien, charge or other encumbrance upon any property or assets of IBC pursuant to, any terms, conditions or provisions of any note, license, instrument, indenture, mortgage, deed of trust or other agreement or understanding or any other restriction of any kind or character, to which IBC is a party or by which any of its assets or properties are subject or bound. Except as set forth on Schedule 4.2, there are no proceedings pending or, to the knowledge of IBC, threatened, against IBC, at a meeting duly called and heldlaw or in equity or before any foreign, has unanimously adopted resolutions (x) approving and declaring advisable and fair tofederal, and state, municipal or other governmental court, department, commission, board, bureau, agency, instrumentality or other person which may result in liability to University or the best interests ofBank on the consummation of the transactions contemplated hereby or which would prevent or delay such consummation. Except as set forth in Schedule 4.2, or as contemplated hereby, the Company’s stockholderscorporate existence, business, organization, assets, licenses, permits, authorizations and contracts of IBC will not be terminated or impaired by reason of the execution, delivery or performance by IBC of this Agreement, Agreement or consummation by IBC of the Merger and the other transactions contemplated by this Agreementhereby, and (y) recommending that the stockholders assuming receipt of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreementrequired regulatory approvals.

Authority Relative to Agreement. The Company NCO has all necessary corporate power and authority to (i) execute and deliver this Agreement, (ii) to perform its obligations hereunderhereunder and, and (iii) subject only to receipt of the consent of the holders of outstanding NCO Class A Common Stock and NCO Class L Common Stock, voting together as a single class, (i) representing a majority of all the votes entitled to be cast thereupon by holders of NCO Class A Common Stock and NCO Class L Common Stock (the “Requisite Stockholder Approval”) and (ii) representing a majority of all the votes entitled to be cast thereupon by holders of NCO Class A Common Stock and NCO Class L Common Stock other than the OEP Entities and its Affiliates (the “Minority Approval”), to consummate the Merger and the other transactions contemplated hereby. Prior to the completion of the Spin-Off, the Company will have all necessary corporate power and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated thereby. The execution and delivery of this Agreement by the Company NCO and the consummation by the Company NCO of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company NCO are necessary to authorize the execution and delivery of this Agreement, Agreement or to consummate the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as Approval and the filing of the Certificate of Merger with the Secretary of State). Prior to the completion State of the Spin-Off, the execution and delivery State of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this AgreementDelaware). This Agreement has been duly and validly executed and delivered by the Company NCO and, assuming the due authorization, execution and delivery by Buyer each of New Parent, EGS LLC and Acquisition Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the CompanyNCO, enforceable against the Company NCO in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to (i) execute and deliver this Agreement, (ii) to perform its obligations hereunder, and (iii) subject to receipt of the Requisite Stockholder Approvalhereunder and, to consummate the Merger and the other transactions contemplated hereby. Prior to the completion of the Spin-Off, the Company will have all necessary corporate power and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated therebyTransactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action, subject to the adoption of the Agreement by the Company’s stockholders if required by applicable Law. The board of directors of the Company, at meetings duly called and no held, adopted resolutions (i) approving and declaring advisable this Agreement and the Transactions, (ii) declaring that it is in the best interests of the stockholders of the Company that the Company enter into this Agreement and consummate the Transactions on the terms and subject to the conditions set forth in this Agreement, (iii) recommending that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Acquisition Sub in the Offer, (iv) directing that the adoption of this Agreement be submitted as promptly as practicable to a vote at a meeting of the stockholders of the Company, if required by applicable Law, (v) recommending that the stockholders of the Company adopt this Agreement, if required by applicable Law, which resolutions have not been rescinded, modified or withdrawn in any way (vi) approving the Top-Up Option and the issuance of the Top-Up Option Shares in connection with the exercise, if applicable, of the Top-Up Option and (vii) determining that each member of the compensation committee of the board of the Company (the “Company Compensation Committee”) approving any plan, program, agreement, arrangement, payment or benefit as an Employment Compensation Arrangement in order to satisfy the non-exclusive safe harbor under Rule 14d-10(d)(2) is an “independent director” within the meaning of Section 303A.02 of the New York Stock Exchange Listed Company Manual, which resolutions have not been rescinded, modified or withdrawn in any way other than a rescission, modification or withdrawal made after the date hereof and prior to the Offer Closing in accordance with Section 5.6. No other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, Agreement or to consummate the Merger and the other transactions contemplated hereby Transactions (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as than the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Buyer and Acquisition Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

Authority Relative to Agreement. The Company and the Securityholder Representative each has all necessary corporate the limited liability company power and authority to (i) execute and deliver this AgreementAgreement and each other Transaction Agreement to which the Company and/or the Securityholder Representative, (ii) as applicable, is or will be a party, to perform its obligations hereunder, hereunder and (iii) subject to receipt of the Requisite Stockholder Approval, thereunder and to consummate the Merger and the other transactions contemplated hereby. Prior to the completion of the Spin-Off, the Company will have all necessary corporate power hereby and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated thereby. The execution and delivery by each of this Agreement by the Company and the consummation by Securityholder Representative of this Agreement and each other Transaction Agreement to which the Company and/or the Securityholder Representative, as applicable, is or will be a party, the performance of their respective obligations hereunder and thereunder and their consummation of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, or to consummate the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True Without limiting the foregoing, the only action or approval of Holders required in connection with the Merger, this Agreement, the other Transaction Agreements or the other transactions contemplated hereby or thereby is receipt of the approval of a “Unitholder Super Majority” and complete copies of a “Preferred Unitholder Majority” (as each such term is defined in the LLC Agreement), each of the Spin-Off Agreements have which has been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreementobtained. This Agreement has been and each of the Transaction Agreements will be at or prior to the Closing duly and validly executed and delivered by the Company and Securityholder Representative and, assuming the due authorization, execution and delivery by Buyer and Acquisition Merger Sub, this Agreement constitutes a legal, valid the Company’s and the Securityholder Representative’s legal and binding obligation of the Companyobligation, enforceable against the Company it in accordance with its terms (terms, except as such enforceability may be limited affected by bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, creditors’ rights generally and to general equitable principles). The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests ofNo Holder is entitled to any dissenters’ or similar rights under Delaware law, the Company’s stockholders, this AgreementCertificate of Formation, the Merger and the LLC Agreement or any other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this AgreementApplicable Law or Contract.

Authority Relative to Agreement. The Company has all necessary the corporate power and authority to (i) execute and deliver this Agreement, Agreement and the FIRPTA Affidavit in the form annexed hereto as Exhibit B (iithe "FIRPTA Affidavit") to perform its obligations hereunder, and (iii) subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby. Prior to on the completion part of the Spin-Off, the Company will have all necessary corporate power and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated therebyhereby. The execution and delivery by the Company of this Agreement by and the Company FIRPTA Affidavit and the consummation by the Company of the Merger and the other transactions contemplated on its part hereby have been duly and validly authorized by all necessary corporate action, and no its Board of Directors. No other corporate proceedings on the part of the Company (other than stockholder approval) or any Subsidiary are necessary to authorize the execution and delivery of this AgreementAgreement by the Company, or or, subject to consummate obtaining the Merger and Company Stockholders Approval, the other consummation of the transactions contemplated hereby (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreementhereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery at the Effective Time of the Agreement by Buyer Fiserv and Acquisition Fiserv Sub, this Agreement constitutes a legal, is its valid and binding obligation of the Companyagreement, enforceable against the Company in accordance with its terms (terms, except as such enforceability may be limited by enforcement is subject to the effect of (i) any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other reorganization or similar laws of general applicability relating to or affecting creditor’s rightscreditors' rights generally and (ii) general principles of equity, including concepts of materiality, reasonableness, good faith and to general equitable principlesfair dealing and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law). The board Company's Board of directors Directors has approved this Agreement and the transactions contemplated hereby and such approvals are sufficient so that neither the restrictions on "business combinations" set forth in Section 203(a) of Delaware Law nor the provisions of any other "fair price," "moratorium," "control share acquisition," or other similar anti-takeover statute or regulation nor the provisions of any applicable anti-takeover provisions in the Certificate of Incorporation or Bylaws of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in Company will apply to this Agreement or any of the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement. Under applicable law, the current Certificate of Incorporation of the Company and (y) recommending that Nasdaq rules, the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the vote required for the stockholders of the Company adopt this Agreement and to approve the Merger and (the other transactions contemplated by this Agreement"Company Stockholder Approval").

Authority Relative to Agreement. The Company Purchaser has all necessary the requisite corporate power and authority to (i) execute enter into this Agreement and deliver this Agreement, (ii) the other Transaction documents to which it is a party and to perform its obligations hereunder, hereunder and (iii) subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby. Prior to the completion of the Spin-Off, the Company will have all necessary corporate power and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated therebythereunder. The execution and delivery of this Agreement and the other transaction documents by the Company Purchaser and the consummation by the Company Purchaser of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionthe Board of Directors of Purchaser as of the date of this Agreement, and no other corporate proceedings on the part of the Company Purchaser are necessary to authorize the execution and delivery of this Agreement, or to consummate the Merger Agreement and the other Transaction Documents to which it is a party and the transactions contemplated hereby (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreementthereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution Purchaser and delivery by Buyer and Acquisition Sub, this Agreement constitutes a legal, valid and binding obligation of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with its terms (except as such enforceability enforcement thereof may be limited by liquidation, conservatorship, bankruptcy, insolvency, fraudulent transferreorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally from time to time in effect and except that equitable remedies are subject to judicial discretion. Each of the other Transaction Documents to which Purchaser is a party that is required to be executed and delivered at Closing by Purchaser pursuant to this Agreement will be duly executed and delivered at Closing and, assuming each Transaction Document will at such time constitute a legal, valid and binding obligation of the other parties thereto, will constitute a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms except as enforcement thereof may be limited by liquidation, conservatorship, bankruptcy, insolvency, reorganization, moratorium and other or similar laws affecting the enforcement of general applicability relating creditor's rights generally from time to time in effect and except that equitable remedies are subject to judicial discretion. Other than in connection with or affecting creditor’s rightsin compliance with the provisions of applicable insurance laws, and to general equitable principlesthe Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"). The board of directors , no notice to, filing with, or authorization, consent or approval of, any public body or authority ("Governmental Authority") or other person or entity ("Person") is necessary for the consummation by Purchaser of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this AgreementAgreement except where failures to give such notices, and make such filings, or obtain authorizations, consents or approvals would, in the aggregate, not have a Materially Adverse Effect (y) recommending that as hereinafter defined). "Material Adverse Effect" as used in this Agreement means a material adverse effect on the stockholders condition (financial or other), business or operations of the Company adopt this Agreement and approve referenced party or the Merger and the other transactions contemplated by this Agreement.

Authority Relative to Agreement. The Company Each of Parent and Acquisition Sub has all necessary corporate power and authority to (i) execute and deliver this Agreement, (ii) to perform its obligations hereunder, and (iii) subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby. Prior to the completion of the Spin-Off, the Company will have all necessary corporate power and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement (including the Spin-Off Support Agreements) and to be executed by Parent or Acquisition Sub in connection with the consummation of the transactions contemplated hereby and thereby (collectively, (ii) the “Parent Documents”), to perform its obligations under the Spin-Off Agreements hereunder and (iii) to consummate the Spin-Off transactions contemplated hereby, including the Offer, the Merger and the other transactions contemplated therebyFinancing. The execution and delivery by Parent and Acquisition Sub of this Agreement by the Company and each Parent Document and the consummation by Parent and Acquisition Sub of the Company of transactions contemplated hereby and thereby, including the Offer, the Merger and the other transactions contemplated hereby Financing, have been duly and validly authorized by all necessary corporate actionaction of Parent and Acquisition Sub (and, with respect to Acquisition Sub, by its sole stockholder, with such consent attached hereto as Exhibit A), and no other corporate proceedings on the part of the Company Parent or Acquisition Sub are necessary to authorize the execution and delivery of this Agreement, the Parent Documents or to consummate the transactions contemplated hereby or thereby, including the Offer, the Merger and the other transactions contemplated hereby Financing (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution This Agreement and delivery of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreement. This Agreement Parent Documents has been duly and validly executed and delivered by the Company Parent and Acquisition Sub and, assuming the due authorization, execution and delivery by Buyer and Acquisition Subthe other parties thereto, this Agreement constitutes a legal, valid and binding obligation of the CompanyParent and Acquisition Sub, enforceable against the Company Parent and Acquisition Sub in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

Authority Relative to Agreement. The Company Seller has all necessary requisite corporate ------------------------------- power and authority to (i) execute enter into this Agreement and deliver this Agreement, (ii) to perform carry out its obligations hereunder. This Agreement constitutes a legal, valid and (iii) subject binding obligation of Seller enforceable against Seller according to receipt its terms, except as may be limited by applicable bankruptcy, insolvency or other similar laws affecting the rights of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby. Prior creditors generally or equitable principles relating to the completion granting of the Spin-Off, the Company will have all necessary corporate power and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated therebyextraordinary remedies. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionthe Board of Directors of Seller, and no other corporate proceedings on the part of the Company Seller are necessary to authorize this Agreement and the transactions contemplated hereby. Neither the execution and delivery of this AgreementAgreement by Seller, the consummation by Seller of the transactions contemplated hereby, nor the compliance by Seller with the terms and provisions of this Agreement will conflict with, violate or result in a breach of any of the terms, conditions or provisions of the Articles of Incorporation, by-laws, resolutions or authorities of Seller, or any statute, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority to consummate which Seller is subject. The consummation of the Merger and the other transactions contemplated hereby (other thanby this Agreement will not result in a breach of any agreement, contract, or commitment of Seller or constitute a default thereunder, or, with respect to any agreement, contract or commitment, give to others any rights or termination, cancellation or acceleration thereunder, and no indenture, instrument, agreement, contract or commitment to which Seller is a party will be violated or breached so as to prevent such consummation. No authorization, consent or approval of, or filing with, any public body or authority is or will be necessary for the Mergerexecution, delivery or the receipt performance of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements and this Agreement by Seller or the consummation by the Company Seller of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Buyer and Acquisition Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders failure of the Company adopt this Agreement and approve Seller to obtain such authorization, consent or approval from any public body or authority, if required, will not prevent the Merger and consummation by Seller of the other transactions contemplated by this Agreement.

Authority Relative to Agreement. The Company has all necessary corporate power and authority to (i) execute and deliver this AgreementAgreement and the other agreements referred to in this Agreement to which it is or will be a party, (ii) to perform its obligations hereunderhereunder and, and (iii) subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby. Prior to , including the completion of the Spin-Off, the Company will have all necessary corporate power and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated therebyMerger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby hereby, including the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, Agreement or to consummate the Merger and the other transactions contemplated hereby hereby, including the Merger (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). Prior The Company’s board of directors has unanimously approved this Agreement, declared it to be advisable, approved the transactions contemplated hereby, determining them to be fair and in the best interest of the Company and its stockholders, and resolved to recommend to the completion stockholders of the Spin-Off, Company the execution and delivery Company Recommendation that they vote in favor of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date adoption of this Agreement; provided, however, that Agreement in accordance with the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this AgreementDGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Buyer Parent and Acquisition Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

Authority Relative to Agreement. The (a) Assuming the representations and warranties of Parent and Merger Sub in Section 3.9 are true and correct, the Company has all necessary the requisite corporate power and authority to (i) execute enter into and deliver this AgreementAgreement and all other agreements contemplated hereby to which it is a party, (ii) and, subject to obtaining the Company Stockholder Approval, to perform its obligations hereunder, hereunder and (iii) subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated herebyTransactions. Prior to the completion of the Spin-OffThe Company Board, the Company will have all necessary corporate power and authority to at a duly held meeting, has (i) execute approved and deliver each of declared advisable this Agreement and the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off AgreementsMerger, (ii) to perform determined that the Merger is fair to, advisable and in the best interests of the Company and the stockholders of the Company (other than Parent and its obligations under the Spin-Off Agreements Subsidiaries) and (iii) resolved to consummate recommend that the Spin-Off stockholders of the Company (other than Parent and its Subsidiaries) adopt this Agreement (such recommendation, the “Company Recommendation”), which resolutions, as of the Agreement Date, remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way. Except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the other transactions contemplated thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionStockholder Approval, and assuming the representations and warranties of Parent and Merger Sub in Section 3.9 are true and correct, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, or to consummate the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements Agreement and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this AgreementTransactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Buyer and Acquisition Sub, this Agreement constitutes a legal, the valid and binding obligation agreement of Parent and Merger Sub and the representations and warranties of Parent and Merger Sub in Section 3.9 are true and correct, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms terms, subject to (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar i) laws of general applicability application relating to or affecting creditor’s rightsbankruptcy, and to general equitable principles). The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger insolvency and the other transactions contemplated by this Agreementrelief of debtors, and (yii) recommending that the stockholders rules of the Company adopt this Agreement law governing specific performance, injunctive relief and approve the Merger and the other transactions contemplated by this Agreementequitable remedies.

Authority Relative to Agreement. The Company (a) Each of HNR and Seller has all necessary corporate power and authority to (i) execute and deliver this Agreement, (ii) Agreement and to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby, and (iii) subject to receipt solely in the case of the Second Tranche Acquisition to obtaining, at the Stockholders’ Meeting, the affirmative vote of the holders of a majority of the outstanding shares of HNR Common Stock (the “Requisite Stockholder Approval, ”) entitled to consummate vote thereon at the Merger and the other transactions contemplated hereby. Prior to the completion Stockholders’ Meeting in favor of the Spin-Off, the Company will have all necessary corporate power and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated therebySecond Tranche Acquisition. The execution and delivery of this Agreement by the Company HNR and Seller and the consummation by the Company HNR and Seller of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company HNR or Seller are necessary to authorize the execution and delivery of this Agreement, Agreement or to consummate the Merger and the other transactions contemplated hereby (other than, with respect to the Mergerconsummation of the Second Tranche Acquisition, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreement. This Agreement has been duly and validly executed and delivered by the Company HNR and Seller and, assuming the due authorization, execution and delivery by Buyer and Acquisition SubBuyer Guarantor, this Agreement constitutes a legal, valid and binding obligation of the Companyeach of HNR and Seller, enforceable against the Company each of HNR and Seller in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and subject to general equitable principles). The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to (i) execute and deliver this Agreement, (ii) Agreement and to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby, including the Merger, subject solely in the case of the performance of the Merger to obtaining, at the Stockholders’ Meeting, (i) the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Common Stockholder Approval”) and (iiiii) subject to receipt the affirmative vote of the holders of a majority of the outstanding shares of Series C Preferred Stock (the “Requisite Preferred Stockholder Approval” and together with the Requisite Common Stockholder Approval, the “Requisite Stockholder Approval”), in each case entitled to consummate vote thereon at the Merger and the other transactions contemplated hereby. Prior to the completion Stockholders’ Meeting in favor of the Spin-Off, the Company will have all necessary corporate power and authority to (i) execute and deliver each adoption of the Spin-Off Agreements, “agreement of merger” (as applicable, and each other agreement, document, or instrument or certificate contemplated by such term is used in Section 251 of the Spin-Off Agreements, (iiDGCL) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated therebycontained in this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby hereby, including the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, Agreement or to consummate the Merger and the other transactions contemplated hereby hereby, including the Merger (other than, with respect to the consummation of the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing and recordation of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution this Agreement is a valid and delivery by Buyer binding obligation of Parent and Acquisition Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general applicability relating to or affecting creditor’s rights, and subject to general equitable principlesprinciples (the “Bankruptcy Exceptions”). The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

Authority Relative to Agreement. The Company has all necessary requisite corporate power and authority to (i) execute and deliver this Agreement, (ii) Agreement and to perform its obligations hereunder, and (iii) subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby. Prior to the completion of the Spin-Off, the Company will have all necessary corporate power and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated thereby. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company it of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, the Company's Board of Directors and no other corporate approvals or proceedings on the part of the Company are necessary to authorize this Agreement and the execution transactions contemplated hereby, other than the approval and delivery adoption of this Agreement, or to consummate Agreement by the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the receipt sole stockholder of the Requisite Stockholder Approval, Company as well as the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements and the consummation required by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this AgreementDelaware GCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming subject to obtaining such stockholder approval, constitutes the due authorization, execution and delivery by Buyer and Acquisition Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, subject to the effect, if any, of (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium a) applicable bankruptcy and other similar laws affecting the rights of general applicability relating to or affecting creditor’s rightscreditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies, and to general equitable principles)(c) the limitations imposed by public policy on the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities. The board Company's Board of directors of Directors has by the Company, at a meeting duly called requisite vote (i) determined that this Agreement and held, has unanimously adopted resolutions (x) approving and declaring the Merger is advisable and fair to, and in the best interests of, of the Company and its sole stockholder and (ii) resolved to recommend the approval of this Agreement and the Merger by the Company’s stockholders, 's sole stockholder and to submit this Agreement and the Merger to the Company's sole stockholder for its consideration and approval when the Company is permitted to do so by applicable law. The affirmative vote of the holders of a majority of the outstanding Company Common Stock is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement, hereby and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreementthereby.

Authority Relative to Agreement. The Company has all necessary requisite corporate power and authority to (i) execute and deliver this Agreement, (ii) Agreement and to perform its obligations hereunder, and (iii) subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby. Prior to the completion of the Spin-Off, the Company will have all necessary corporate power and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated thereby. The execution execution, delivery and delivery performance of this Agreement by the 16 Company and the consummation by the Company it of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, the Company's Board of Directors and no other corporate approvals or proceedings on the part of the Company are necessary to authorize this Agreement and the execution transactions contemplated hereby, other than the approval and delivery adoption of this Agreement, or to consummate Agreement by the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the receipt sole stockholder of the Requisite Stockholder Approval, Company as well as the filing of the Certificate of Merger with the Secretary of State). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements and the consummation required by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this AgreementDelaware GCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming subject to obtaining such stockholder approval, constitutes the due authorization, execution and delivery by Buyer and Acquisition Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, subject to the effect, if any, of (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium a) applicable bankruptcy and other similar laws affecting the rights of general applicability relating to or affecting creditor’s rightscreditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies, and to general equitable principles)(c) the limitations imposed by public policy on the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities. The board Company's Board of directors of Directors has by the Company, at a meeting duly called requisite vote (i) determined that this Agreement and held, has unanimously adopted resolutions (x) approving and declaring the Merger is advisable and fair to, and in the best interests of, of the Company and its sole stockholder and (ii) resolved to recommend the approval of this Agreement and the Merger by the Company’s stockholders, 's sole stockholder and to submit this Agreement and the Merger to the Company's sole stockholder for its consideration and approval when the Company is permitted to do so by applicable law. The affirmative vote of the holders of a majority of the outstanding Company Common Stock is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement, hereby and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreementthereby.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to (i) execute and deliver this Agreement, (ii) Agreement and to perform its obligations hereunder, hereunder and (iii) subject to receipt of the Requisite Stockholder Approval, to consummate the transactions contemplated hereby, including the Merger, and thereby, subject solely in the case of the Merger to obtaining, at the Shareholder Meeting, the affirmative vote of the holders of two-thirds of the Company Shares attending and voting at the Shareholders’ Meeting or a unanimous written resolution of the shareholders of the Company (the “Requisite Shareholder Approval”) in favor of the adoption of the Plan of Merger and the other transactions contemplated hereby. Prior to by this Agreement, including the completion of the Spin-Off, the Company will have all necessary corporate power and authority to (i) execute and deliver each of the Spin-Off Agreements, as applicable, and each other agreement, document, or instrument or certificate contemplated by the Spin-Off Agreements, (ii) to perform its obligations under the Spin-Off Agreements and (iii) to consummate the Spin-Off and the other transactions contemplated therebyMerger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby hereby, including the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, Agreement or to consummate the Merger and the other transactions contemplated hereby hereby, including the Merger (other than, with respect to the consummation of the Merger, the receipt of the Requisite Stockholder Shareholder Approval, as well as the filing of the Certificate of Merger Filing Documents with the Secretary of StateCayman Registrar). Prior to the completion of the Spin-Off, the execution and delivery of the Spin-Off Agreements and the consummation by the Company of the Spin-Off and the other transactions contemplated by the Spin-Off will have been duly and validly authorized by all necessary corporate action. True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Buyer Parent and Acquisition Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy, winding up, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general applicability relating to or affecting creditor’s rights, and subject to general equitable principles). The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (x) approving and declaring advisable and fair to, and in the best interests of, the Company’s stockholders, this Agreement, the Merger and the other transactions contemplated by this Agreement, and (y) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.