Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company ETP has all necessary corporate full limited partnership power and authority to execute and deliver this Agreement and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement, to perform its obligations hereunder including the CCE Acquisition Agreement, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement by and the Company other agreements, documents and instruments to be executed and delivered in connection with this Agreement (including the CCE Acquisition Agreement) and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all the necessary corporate action on the part of the CompanyETP, and no other corporate proceedings on the part of the Company ETP are necessary to authorize this Agreement and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement (including the CCE Acquisition Agreement) or to consummate the Transactions (other than, with respect to transactions contemplated hereby and thereby. This Agreement and the Merger, the approval and adoption of this CCE Acquisition Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable laweach have been, and the filing other agreements, documents and recordation instruments to be executed and delivered in connection with this Agreement as of appropriate merger documents as required by the DGCL). This Agreement has been Closing Date will be, duly and validly executed and delivered by ETP, and assuming that this Agreement, the Company and, assuming the due authorization, execution CCE Acquisition Agreement and delivery by the other parties heretoagreements, constitutes a documents and instruments to be executed and delivered in connection with this Agreement and the CCE Acquisition Agreement constitute legal, valid and binding obligation agreements of the Companyother parties thereto are (in the case of this Agreement) or will be as of the Closing Date (in the case of the other agreements, documents and instruments to be executed and delivered in connection with this Agreement), enforceable against the Company ETP in accordance with its their respective terms, subject to the effect of any except that such enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganizationinsolvency, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and subject to the effect of or general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and under this Agreement, and, except for any required approval by the Company’s stockholders in connection with the consummation of the Merger, to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement have been duly and validly authorized and approved by all necessary corporate action on the part of the Company, Board and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and Shares to the extent required by the Company’s certificate of incorporation and by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution execution, and delivery of this Agreement by the other parties heretoParent and the Purchaser, constitutes a legal, legally valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to the effect of any applicable except that such enforceability (a) may be limited by bankruptcy, insolvency (includinginsolvency, without limitationmoratorium, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (b) is subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board Board, at a meeting duly called and held, has approved taken all actions necessary under the DGCL, including approving the Offer, the Merger, this Agreement, the Voting Agreements and the Transactions transactions contemplated hereby and such approvals are thereby, which approval the Board has determined is sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not do not, and will not, apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger Parent or the other TransactionsPurchaser in connection with the proposed business combination with the Company contemplated hereby and thereby.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated by this Agreement, including all actions required to be taken by the Company hereunder in connection with the Merger and the Offer. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, Shares and the filing of the Certificate of Merger). The affirmative vote of the holders of Nonvoting Shares is not required for the approval and recordation adoption of appropriate merger documents as required this Agreement. The Company has elected, pursuant to Article Eleventh of its Restated Certificate of Incorporation, not to be governed by Section 203 of the DGCL)Delaware Law; accordingly, none of the Offer, the Merger or the other transactions contemplated by this Agreement are subject to such Section 203. This Agreement and has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Purchaser, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors’ ' rights generally generally, and (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) discretion of the DGCL shall not apply to the Merger or court before which any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsproceeding therefor may be brought.

Authority Relative to this Agreement. Subject to the approval The execution, ------------------------------------ delivery and adoption performance of this Agreement and of all of the other documents and instruments required hereby by Dart are within the Company’s stockholders, the Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionsof Dart. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part Board of the Company, Directors of Dart and no other corporate or shareholder proceedings on the part of the Company Dart are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated herein (other than, with respect to the Merger, the approval of the Merger and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Dart Common StockStock at the Special Meeting, if and unless the Merger is effected without a meeting of stockholders pursuant to the extent required by applicable law, and the filing and recordation Section 253 of appropriate merger documents as required by the DGCL). This Agreement has and all of the other documents and instruments required hereby have been or will be duly and validly executed and delivered by the Company and, Dart and (assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto, constitutes a legal, Richfood) constitute or will constitute valid and binding obligation agreements of the CompanyDart, enforceable against the Company Dart in accordance with its their respective terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or and similar laws relating to or affecting creditors’ rights generally and subject to the effect of creditors generally, by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law law) or in equity). The Company Board has approved this Agreement, the Voting Agreements by an implied covenant of good faith and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsfair dealing.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyBoard, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other thantransactions contemplated hereby except, with respect to the Mergerif required by law, the approval and adoption of this Agreement and the Merger by the holders of a majority the outstanding Shares and the filing of the then-outstanding shares of Company Class A Common Stock, if and to Merger Certificate with the extent required by applicable lawSDAT, and the filing of Articles Supplementary with respect to the Series B Preferred Stock. The Board has taken all action necessary under the MGCL to prevent this Agreement and recordation of appropriate merger documents as required the transactions contemplated hereby from being governed by the DGCL)provisions of Subtitles 6 and 7 of Title 3 of the MGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Acquisition, constitutes a legalvalid, valid legal and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effect of except as such enforceability may be limited by any applicable conservator, receivership, bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally generally, and subject to except as the effect availability of equitable remedies may be limited by the application of general principles of equity (regardless of whether considered such equitable principles are applied in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval Each of Parent and adoption of this Agreement by the Company’s stockholders, the Company Purchaser has all necessary full corporate power and authority to execute and deliver this Agreement, Agreement and the Ancillary Agreements (to perform its obligations hereunder the extent it is a party thereto) and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement by and the Company Ancillary Agreements (to the extent it is a party thereto) and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Boards of the Company, Directors of Purchaser and Parent and no other corporate or other proceedings on the part of the Company Parent, Purchaser or any of their affiliates are necessary to authorize this Agreement or the Ancillary Agreements (to the extent it is a party thereto) or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)transactions so contemplated. This Agreement has been been, and each of the Ancillary Agreements have been, or will prior to the Record Date be, duly and validly executed and delivered by each of Parent and Purchaser (to the Company and, assuming extent it is a party thereto) and constitute or (to the due authorization, execution and delivery by extent such agreement is not being entered into as of the other parties hereto, constitutes a legal, date hereof) will constitute valid and binding obligation agreements of the Companyeach of Parent and Purchaser, enforceable against the Company each of Parent and Purchaser in accordance with its their respective terms, subject except to the effect of any applicable extent that enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws affecting Laws, now or hereafter in effect, relating to creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsSECTION 5.3.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary the corporate power and authority to execute and deliver enter into this Agreement, the Parent Option Agreement and the Company Option Agreement, to perform carry out its obligations hereunder and thereunder and to consummate the TransactionsMerger. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company and Company, the consummation by the Company of the Transactions transactions contemplated hereby and thereby and the consummation of the Merger have been duly and validly authorized by all necessary corporate action on the part Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the CompanyCertificate of Merger as required by the GCL, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Parent Option Agreement and the Company Option Agreement, the transactions contemplated hereby and thereby or to consummate the Transactions (other than, with respect to consummation of the Merger. This Agreement, the approval and adoption of this Parent Option Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Company Option Agreement has have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legalthis Agreement, the Parent Option Agreement and the Company Option Agreement constitute valid and binding obligation agreements of the Company, enforceable against the Company in accordance with its their terms, subject to the effect of any except insofar as enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally and subject to generally, or principles governing the effect availability of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsequitable remedies.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, the Certificate of Designation, and the Registration Rights Amendment (collectively, the "Transaction Documents") and to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement each of the Transaction Documents by the Company and the consummation by the Company of the Transactions transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement the Transaction Documents or to consummate the Transactions transactions so contemplated, other than as contemplated by Section 4.1. The Special Committee (other than, with respect the "Special Committee") of the Board of Directors (all of such committee members being Disinterested Directors) and the Board of Directors of the Company have each determined that it is advisable and in the best interest of the holders of the Company's Common Stock for the Company to consummate the transactions contemplated by this Agreement upon the terms and subject to the Merger, the approval and adoption conditions herein. Each of this Agreement by the holders of a majority and each of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement other Transaction Documents has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoPurchasers, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors’ rights generally ' rights, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) discretion of the DGCL shall not apply to the Merger or court before which any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsproceeding therefor may be brought.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to Agreement and perform its obligations hereunder and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions contemplated by this Agreement (other than, than with respect to the Merger, the approval and adoption of this Agreement and the Merger by the affirmative vote of holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and Stock (the "Company Stockholders' Approval") entitled to vote on the extent required by applicable lawmatter (the "Company Stockholders' Vote"), and the filing and recordation of appropriate merger documents the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements Merger and the Transactions other transactions contemplated herein and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsMerger.

Authority Relative to this Agreement. Subject to the approval Each of Parent and adoption of this Agreement by the Company’s stockholders, the Company Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Transactions Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions contemplated by this Agreement (other than, with respect to the Mergerif required, the approval and adoption of this Agreement the Related Party Transactions (as defined herein) by the holders requisite vote of a majority approval of the then-outstanding shares shareholders of Company Class A Common Stock, if and Parent (the "Parent Shareholders' Approval") entitled to vote on the extent required by applicable law, matter and the filing and recordation of appropriate merger documents the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL). The board of directors of Parent, by resolutions duly adopted by vote at a meeting duly called and held and not subsequently rescinded or modified in any way on or prior to the date hereof, has duly approved this Agreement and the Merger, and determined that the execution, delivery and performance of this Agreement is advisable. This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the other parties heretoCompany, constitutes a the legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action"). The execution and delivery of this Agreement and the Ancillary Agreements by the Company and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the Transactions (transactions so contemplated, other than, with respect to than the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)Stockholders' Action. This Agreement has been been, and the Ancillary Agreements will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties heretohereto and thereto, constitutes a constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except to the extent such enforceability may be subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or and similar laws relating to or affecting creditors’ rights creditors generally and subject to the effect of or by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject The Company has the corporate power to the approval and adoption of enter into this Agreement by the Company’s stockholders, the Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform carry out its obligations hereunder and to consummate the Transactionshereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part Company's Board of Directors. This Agreement constitutes a valid and binding obligation of the CompanyCompany enforceable in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. Except for the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the shares of Company Stock outstanding and entitled to vote thereon as described in Section 3.7, and the filing and recordation of appropriate merger documents as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or consummate transactions contemplated hereby. The Company is not subject to consummate the Transactions or obligated under (i) any charter, by-law, indenture or other thanloan or credit document provision or (ii) any other contract, with respect license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to the MergerCompany or any of its subsidiaries or their respective properties or assets which would be breached or violated, or under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination, cancellation, modification or acceleration of any obligation, or any right to payment or compensation, or the loss of a material benefit, by its executing and carrying out this Agreement except for such breaches, violations, defaults or arising of such rights which would not reasonably be expected to have a Company Material Adverse Effect. Except as required by the HSR Act, the approval Securities Act, the Exchange Act, and adoption of this Agreement by the holders of a majority corporation, securities or blue sky laws or regulations of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawvarious states, and except for the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered GCL, no filing or registration with, or authorization, consent or approval of, any Governmental Entity is necessary for the consummation by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionstransactions contemplated by this Agreement, other than filings, registrations, authorizations, consents or approvals the failure to make or obtain which has not had, and would not reasonably be expected to have, a Company Material Adverse Effect or prevent the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority (a) to execute and deliver this Agreement, and (b) assuming the approval of the Merger and adoption of this Agreement by the requisite vote of the Company's stockholders under the DGCL, the Company's Bylaws and applicable Nasdaq rules, to perform its obligations hereunder and to consummate the TransactionsMerger and the other transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part unanimous vote of the board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions so contemplated (other than, with respect to the Merger, the approval of the Merger and adoption of this Agreement by the holders of a majority requisite vote of the then-outstanding shares of Company Class A Common StockCompany's stockholders the DGCL, if the Company's Bylaws and to the extent required by applicable lawNasdaq rules, and the filing and recordation of appropriate merger documents as required by the DGCL). The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholder's Meeting is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the Merger and adopt this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to except as the effect of any applicable enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ ' rights generally and except as enforcement thereof is subject to the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law or in equitylaw). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the TransactionsMerger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions Merger have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common StockShares, if and to the extent required by applicable lawLaw, and the filing and recordation of appropriate merger documents as required by the DGCL). The Company represents that the Board, at a meeting duly called and held on September 30, 2007, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the holders of Shares, (ii) approved, adopted and declared advisable this Agreement and the Merger and (iii) resolved to recommend that the holders of Shares approve and adopt this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Purchaser, constitutes a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable except as such enforcement may be limited by (i) bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally generally, and subject to the effect of (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity)equitable principles. The Company Board has unanimously approved this Agreement, the Voting Agreements Agreement and the Transactions Merger and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the TransactionsMerger. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsMerger.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company Company, and the consummation by the Company of the Transactions transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of the Company, Board and no other corporate or stockholder proceedings on the part of the Company are necessary required to authorize this Agreement or to consummate the Transactions (transactions contemplated hereby, other than, with respect to the MergerMerger and to the extent required by Delaware Law, (i) the approval and adoption of this Agreement by the affirmative vote of the holders of entitled to cast a majority of the then-votes represented by the outstanding shares of Company Class A Common Stock, if Stock and to the extent required by applicable law, Series C Preferred Stock and (ii) the filing and recordation of appropriate merger documents as required by the DGCL)Certificate of Merger in accordance with Delaware Law. This Agreement has been duly and validly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery hereof by the other parties heretoRoyal Ahold, Parent and Purchaser) constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting laws, now or hereafter in effect, relating to creditors’ ' rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) discretion of the DGCL shall not apply to the Merger or court before which any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsproceeding therefor may be brought.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company Seller has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and the Ancillary Agreements and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement by and the Company Ancillary Agreements and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part of the Company, Seller and no other corporate proceedings on the part of the Company Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the Transactions (other than, with respect to the Merger, the approval transactions contemplated hereby and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)thereby. This Agreement has and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Seller, or, if applicable, will be duly and validly executed and delivered by Seller at the Company andClosing, and assuming that this Agreement and the due authorizationapplicable Ancillary Agreements constitute valid and binding agreements of Buyer, execution and delivery by subject to the other parties heretoreceipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, constitutes a this Agreement and the Ancillary Agreements constitute legal, valid and binding obligation agreements of the CompanySeller, enforceable against the Company Seller in accordance with its their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or insolvency, moratorium, and other similar laws Laws affecting creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject The Company has (subject to the approval required actions and adoption of this Agreement by proceedings described in the Company’s stockholders, the Company has following sentence) all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares Shares voting together as a single class and the holders of Company Class a majority of the then-outstanding Series A Common StockShares, voting as a single class, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCLDelaware Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Purchaser, constitutes a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)transfer, reorganization, moratorium or and similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law applicability relating to or in equity)affecting creditor rights and for general equitable and public policy principles. The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions and such approvals are sufficient so that the restrictions on on, and stockholder voting requirements relating to, business combinations set forth in Section 203(a) of Delaware Law and Article NINTH of the DGCL Restated Certificate of Incorporation shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary the corporate power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder and to consummate the Transactionshereunder. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company's Board of Directors, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (transactions contemplated hereby, other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the then-outstanding shares of Common Stock (the "Requisite Company Class A Common Stock, if and Vote"). Subject to the extent required by applicable lawforegoing, and the filing and recordation of appropriate merger documents as required by the DGCL). This this Agreement has been duly and validly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of Parent and Merger Sub) constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, insolvency, moratorium or similar and other laws affecting creditors’ ' rights generally from time to time in effect and subject to general equitable principles. At a meeting on July 9, 2000, the Board of Directors of the Company (i) unanimously adopted the plan of merger set forth in Articles I and II of this Agreement and approved this Agreement and the other transactions contemplated by this Agreement, (ii) unanimously determined that the Merger is advisable, fair to, and in the best interests of, the stockholders of the Company and has determined to recommend to the effect stockholders the approval of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements Merger, and the Transactions other transactions contemplated hereby and such approvals are sufficient (iii) unanimously approved the Company Voting Agreement and the transactions contemplated thereby. The Board of Directors has taken all necessary action so that the restrictions on business combinations set forth in as to render Section 203(a) 203 of the DGCL shall not apply Delaware Corporate Law and Article Seventh of the Company's Amended and Restated Certificate of Incorporation inapplicable to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or and the other Transactionstransactions contemplated by this Agreement.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company Stel has all necessary full corporate power and authority to (i) execute and deliver this Agreement, to perform its obligations hereunder (ii) execute and to deliver the Stock Option Agreement, (iii) execute and deliver the Technology Option Agreement, (iv) consummate the Transactionstransactions contemplated by the Stock Option Agreement and Technology Option Agreement, and (v) assuming the approval of the Merger by a majority of the outstanding shares of Stel Common Stock at the Stel Special Meeting or any adjournment or postponement thereof in accordance with Delaware Law, consummate the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement, the Stock Option Agreement by and the Company Technology Option Agreement, and the consummation by the Company of the Transactions Merger and the other transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part unanimous vote of the Companyboard of directors of Stel, and no other corporate proceedings on the part of the Company Stel are necessary to authorize this Agreement, the Stock Option Agreement and the Technology Option Agreement or to consummate the Transactions Merger and the other transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval and adoption of this Agreement the Merger by the holders of a majority of the then-outstanding shares of Company Class A Stel Common StockStock at the Stel Special Meeting or any adjournment or postponement thereof in accordance with the Delaware Law). Each of this Agreement, if and to the extent required by applicable law, Stock Option Agreement and the filing and recordation of appropriate merger documents as required by the DGCL). This Technology Option Agreement has been duly and validly executed and delivered by the Company Stel and, assuming the due authorization, execution and delivery by Newbridge and, in the other parties heretocase of this Agreement, by Merger Sub, constitutes a legal, valid and binding obligation agreement of the CompanyStel, enforceable against the Company Stel in accordance with its terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar other laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of or by general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsequitable principles.

Authority Relative to this Agreement. Subject to the approval Each of 3Dfx and adoption of this Agreement by the Company’s stockholders, the Company Sub has all necessary corporate power and authority to execute and deliver this Agreement and the STB Option Agreement, and to perform its obligations hereunder and thereunder, subject to obtaining the approval of 3Dfx's shareholders of the issuance of 3Dfx Common Stock in the Merger, to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the STB Option Agreement by the Company 3Dfx and Sub and the consummation by the Company 3Dfx and Sub of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, 3Dfx and Sub and no other corporate proceedings on the part of the Company 3Dfx or Sub are necessary to authorize this Agreement and the STB Option Agreement, or to consummate the Transactions transactions so contemplated (other than, than with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A 3Dfx Common Stock, if Stock of the issuance of 3Dfx Common Stock in the Merger in accordance with the applicable rules of Nasdaq and to the extent required by applicable law, 3Dfx's Articles of Incorporation and the filing and recordation of appropriate merger documents as required by the DGCLBylaws). This Agreement has and the STB Option Agreement have been duly and validly executed and delivered by the Company 3Dfx and Sub and, assuming the due authorization, execution and delivery by the other parties heretoSTB, constitutes a legal, valid constitute legal and binding obligation obligations of the Company3Dfx and Sub, enforceable against the Company 3Dfx and Sub in accordance with its their respective terms, subject to the effect of any applicable (i) bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting creditors’ or relating to creditors rights generally and subject to (ii) the effect availability of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements injunctive relief and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsequitable remedies.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawthe DGCL, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoNewco, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject . The Board of Directors of the Company has approved this Agreement and the transactions contemplated hereby (including but not limited to the effect Debt Offer and the Merger) so as to render inapplicable hereto and thereto the limitation on business combinations contained in Section 203 of the DGCL (or any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equityprovision). The Board of Directors of the Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions and such approvals are sufficient transactions contemplated thereby so that as to render inapplicable thereto the restrictions limitation on business combinations set forth contained in Section 203(a) 203 of the DGCL shall not apply (or any similar provision). As a result of the foregoing actions, the only vote required to authorize the Merger or any is the affirmative vote of a majority of the Transactions. To the knowledge outstanding shares of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsCompany Common Stock.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority and have taken all corporate action necessary in order to execute and deliver this AgreementAgreement and each Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and, subject to receiving the Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and each Transaction Document to which it is a party by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by Company Stockholder Approval, which the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoAxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has determined that the Merger is fair to, and in the best interests of, the Company and the Company Stockholders, approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so directed that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply this Agreement be submitted to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsCompany Stockholders for their adoption.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to, in the case of the consummation of the Merger, obtaining the Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, obtaining the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as such enforceability may be limited by applicable bankruptcy, insolvency bankruptcy (including, without limitation, including all laws relating Laws related to fraudulent transferstransfer), reorganizationinsolvency, moratorium reorganization or similar laws Law affecting creditors’ rights generally and subject to by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Enforceability Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger execution, delivery or any performance of this Agreement and the consummation of the Transactions. To the knowledge No “fair price,” “moratorium,” “control shares acquisition,” “business combination” or other similar anti-takeover Law (including Section 203 of the CompanyDGCL) enacted under any federal, no other state takeover statute state, local or foreign Laws applicable to the Company is applicable to the Merger this Agreement or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company (a) Molson has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the Transactionstransactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by Molson of this Agreement by and the Company other Transaction Documents to which it is party and the consummation by the Company Molson of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyMolson, and no other corporate proceedings on the part of the Company Molson are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the Transactions (transactions so contemplated, other than, with respect to than the MergerMolson Shareholder Approval, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, Interim Order and the filing and recordation of appropriate merger documents as required by the DGCL)Final Order. This Agreement has been been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, duly and validly executed and delivered by the Company Molson and, assuming the due authorization, execution and delivery by the other parties heretothereto, constitutes or will constitute at or prior to the Closing, a legalvalid, valid legal and binding obligation of the CompanyMolson, enforceable against the Company Molson in accordance with its respective terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws Laws, now or hereafter in effect, affecting creditors’ ' rights generally generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) discretion of the DGCL shall not apply to court before which any proceeding may be brought and (iii) the Merger or Currency Act (Canada) precludes a court in Canada from rendering judgment in any of the Transactions. To the knowledge of the Company, no currency other state takeover statute is applicable to the Merger or the other Transactionsthan Canadian currency.

Authority Relative to this Agreement. Subject to Other than the approval and adoption Shareholder Approval, each of this Agreement by the Company’s stockholders, Sellers has the Company has all necessary corporate power and authority to execute enter into this Agreement and deliver this Agreement, the Ancillary Agreements to perform its obligations hereunder which such Seller is to be party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement by and the Company Ancillary Agreements to which such Seller is to be party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of each of the CompanySellers and, and other than the Shareholder Approval, no other corporate proceedings on the part of the Company Sellers are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the Transactions (other than, with respect to the Merger, the approval transactions contemplated hereby and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)thereby. This Agreement has been been, and the Ancillary Agreements to which such Seller is to be a party will be at the Closing, duly and validly executed and delivered by each of the Company andSellers and constitute, or will constitute at the Closing, assuming this Agreement constitutes, and the due authorizationAncillary Agreements to which such Seller is to be party will constitute at the Closing, execution legal, valid, binding and delivery by enforceable agreements of the other parties heretoBuyer, constitutes a legal, valid and binding obligation agreements of each of the CompanySellers, enforceable against the Company them in accordance with its their terms, subject to the effect of any except as limited, (a) by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws Laws affecting creditors’ ' rights generally and subject to the effect of (b) by general principles of equity (regardless of whether considered enforcement is sought in a proceeding equity or at law or in equitylaw). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval Each of Company and adoption of this Agreement by the Company’s stockholders, the Company Amalgamation Sub has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and the Stock Option Agreement and to perform its obligations hereunder and thereunder and, subject to obtaining the approval of the shareholders of Company to the Continuance and the Arrangement and of the Court to the Arrangement, to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Stock Option Agreement by the Company and Amalgamation Sub and the consummation by the Company and Amalgamation Sub of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, Company and Amalgamation Sub and no other corporate proceedings on the part of the Company and Amalgamation Sub are necessary to authorize this Agreement, the Stock Option Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to the Merger, than the approval and adoption of this Agreement by Agreement, the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawContinuance, and the filing Arrangement by holders of not less than 66-2/3% of the outstanding Company Common Shares in accordance with the CBCA and recordation of appropriate merger documents as required by the DGCLOBCA, the Interim Order and the Company Charter Documents). This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by the Company and Amalgamation Sub and, assuming the due authorization, execution and delivery by the other parties heretoParent and Canadian Sub, constitutes a legal, valid constitute legal and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval Each of Parent and adoption of this Agreement by the Company’s stockholders, the Company Purchaser has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby on the part of Parent and Purchaser have been duly and validly authorized by all necessary corporate action on the part Boards of Directors of Parent and of Purchaser and by Parent as the Company, sole shareholder of Purchaser and no other corporate proceedings on the part of the Company Parent and Purchaser are necessary to authorize this Agreement or to consummate the Transactions (other thantransactions contemplated hereby, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents except as required by the DGCL)contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Purchaser and, assuming the due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Company and the requisite approval of the Company's shareholders has been obtained, this Agreement constitutes a valid and binding agreement of both Parent and Purchaser, enforceable against the Company each of them in accordance with its terms, except (a) as such enforcement may be subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors’ rights generally ' rights, and (b) as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) discretion of the DGCL shall not apply to the Merger or court before which any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsproceeding therefor may be brought.

Authority Relative to this Agreement. Subject to the approval and adoption Each of this Agreement by the Company’s stockholders, the Company and Holdings has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receiving the Requisite Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by each of the Company and Holdings and the consummation by each of the Company and Holdings of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company or Holdings are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the MergerMergers, the Requisite Company Stockholder Approval, which the Written Consent shall satisfy, the approval and adoption of this Agreement by the holders of a majority of the then-then outstanding shares of Company Class A Holdings Common Stock, if and to the extent required by applicable law, Stock and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and Holdings and, assuming the due authorization, execution and delivery by the other parties heretoSPAC and Merger Sub, constitutes a legal, valid and binding obligation of the CompanyCompany and Holdings, enforceable against the Company and Holdings in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger Mergers, this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger Mergers or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and obtaining the Required Company Vote (as hereinafter defined), to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by Company Board, acting upon the Company and the consummation by the Company unanimous recommendation of the Transactions have been Independent Committee, has duly and validly authorized by all necessary corporate action the execution, delivery and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held, (i) approved, and declared advisable, the Merger, this Agreement, the Plan of Merger and the other transactions contemplated hereby; (ii) with respect to and based on the part facts and circumstances as of the Companydate hereof, determined that such transactions are advisable and fair to, and no in the best interests of, the Company and its shareholders; and (iii) resolved to recommend that the shareholders of the Company approve and adopt this Agreement and to authorize and approve the Plan of Merger. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Required Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCLVote). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legalvalid, valid legal and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)transfer, reorganization, moratorium and similar Laws of general applicability relating to or similar laws affecting creditors’ rights generally and subject to general equity principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Bankruptcy and Equity Exception”). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, Stock if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoParent and Purchaser, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Board of Directors of the Company Board has approved this Agreement and the transactions contemplated hereby (including but not limited to the Offer and the Merger and the transactions contemplated by the Holding Co. Merger Agreement, Woodbank Merger Agreement and the Voting Stockholders Agreements and the Transactions transactions contemplated by each such agreement) so as to render inapplicable hereto and such approvals are sufficient so that thereto (a) the restrictions limitation on business combinations set forth contained in Section 203(a) 203 of the DGCL shall not apply to the Merger (or any of similar provision) and (b) the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.restriction on "business

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s 's stockholders, the Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, including such authorization by each of the Company Boards, 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 Transactions (other thantransactions contemplated hereby. Except for the vote of the Company Shareholders to approve the Post-Closing Reorganization, with respect to the Mergerno vote of, or consent by, the approval holders of any class or series of capital stock or Voting Debt issued by the Company is necessary to authorize the execution and adoption delivery by the Company of this Agreement or the consummation by the holders of a majority it of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoBuyer, constitutes a legal, valid legal and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, subject except to the effect of any applicable extent that (i) enforcement thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)transfer, reorganization, moratorium or and similar laws affecting creditors’ rights generally and subject to the effect of general applicability relating to or affecting creditor rights, (ii) the enforcement thereof may be limited by general equitable principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity). The Company Board has approved this Agreement, and (iii) the Voting Agreements remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) discretion of the DGCL shall not apply to the Merger or court before which any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsproceeding therefor may be brought.

Authority Relative to this Agreement. Subject to The Board of Directors of Merger Sub has declared the approval Merger advisable and adoption of this Agreement by Merger Sub has the Company’s stockholders, the Company has all necessary requisite corporate power and authority to approve, authorize, execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution Board of Directors of Parent has declared the issuance of Parent Shares advisable and delivery of Parent has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement by and to consummate the Company transactions contemplated hereby. This Agreement and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part Boards of the Company, Directors of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub (other than approval of the Company Merger by the stockholders of Parent in accordance with the NCS listing requirements) are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, subject subject, as to the effect of any applicable enforceability, to bankruptcy, insolvency (includinginsolvency, without limitation, all reorganization and other laws of general applicability relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. (a) Subject only to the requisite approval and adoption of this Agreement and approval of the principal terms of the Merger by the Company’s stockholdersshareholders of the Company as described in Section 2.2(b) below, the Company has all necessary full corporate power and authority to execute and deliver this AgreementAgreement and the other agreements of which forms are attached as exhibits hereto (the "Ancillary Agreements") to which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The Company's board of directors has unanimously approved this Agreement and the Ancillary Agreements to which the Company is a party. Subject only to the requisite approval and adoption of this Agreement and approval of the principal terms of the Merger by the shareholders of the Company as described in Section 2.2(b) below, the execution and delivery by the Company of this Agreement by and the Ancillary Agreements to which the Company and is a party, the consummation by the Company of the Transactions transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of the Company, Company and no other corporate proceedings further action is required on the part of the Company are necessary to authorize this Agreement or the Ancillary Agreements to consummate which the Transactions (other than, with respect to Company is a party or the Merger, the approval and adoption of this Agreement by the holders of a majority consummation of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby or thereby. This Agreement has and the Ancillary Agreements to which the Company is a party have been or will be, as applicable, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretohereto and thereto, each constitutes or will upon such due execution and delivery constitute, as applicable, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its respective terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance, reorganization, moratorium or other similar laws affecting Laws relating to the enforcement of creditors’ ' rights generally and subject to the effect of by general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder, and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary pursuant to the Charter or the MGCL to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to the Merger, than the approval and adoption of this Agreement the Merger by the affirmative vote of the holders of a majority at least two-thirds of the then-voting power of the outstanding shares of Company Class A Common Stock, if and Stock entitled to vote thereon (the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL"Company Requisite Vote")). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoParent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to the effect effects of any applicable bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance, reorganization, moratorium or and other similar laws relating to or affecting creditors’ ' rights generally generally, and subject to the effect of general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law or in equitylaw). The board of directors of the Company Board (the "Company Board") has (i) approved this AgreementAgreement and declared the Merger advisable and fair to, and in the best interests of, the Voting Agreements Company and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge stockholders of the Company, no other state takeover statute is applicable (ii) resolved to recommend the approval of the Merger to the stockholders of the Company, and (iii) directed that the Merger be submitted to the stockholders of the Company for their approval. The only vote of the stockholders of the Company required pursuant to the Charter or the other TransactionsMGCL to approve the Merger is the Company Requisite Vote.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, 's Board of Directors 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 Transactions transactions so contemplated (other than, with respect to than the Merger, the approval and adoption of this Agreement by the holders of a majority stockholders of the then-outstanding shares of Company Class A Common Stock, if and to in accordance with the extent required by applicable law, DGCL and the filing Certificate of Incorporation and recordation By-Laws of appropriate merger documents as required by the DGCLCompany). This Agreement has been duly and validly executed and delivered by the Company Company, and, assuming subject insofar as Article II of this Agreement is concerned to the due authorization, execution approval and delivery adoption of this Agreement by the other parties heretostockholders of the Company, constitutes a legal, the valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject except to the effect of any extent that enforceability thereof may be limited by applicable bankruptcy, insolvency (insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and by principles of equity regarding the availability of remedies. The Company and its Board of Directors have approved this Agreement and the Stockholder Agreement and the transactions contemplated hereby and thereby, including, without limitation, the Offer, the Merger and the agreements by the Selling Stockholders to tender their Shares, and the Company and the Board of Directors have taken all laws relating steps necessary to fraudulent transfers)render Section 203 of the DGCL inapplicable to this Agreement, reorganizationthe Stockholder Agreement and the transactions contemplated hereby and thereby, moratorium or similar laws affecting creditors’ rights generally and subject to including without limitation, the effect of general principles of equity Merger, the Offer (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements Agreement is terminated) and the Transactions and such approvals are sufficient so that agreements by the restrictions on business combinations set forth in Section 203(a) Selling Stockholders to tender their Shares (regardless of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute whether this Agreement is applicable to the Merger or the other Transactionsterminated).

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and the Option Agreement and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery Board of this Agreement by Directors of the Company and (the consummation "Company Board") by the Company unanimous vote of the Transactions have been those present, has duly and validly authorized by all necessary corporate action on the part execution, delivery and performance of this Agreement and the Option Agreement and approved the consummation of the Companytransactions contemplated hereby and thereby, and no taken all corporate actions required to be taken by the Company Board for the consummation of the transactions, including the Merger, contemplated hereby and thereby and has (i) by resolution approved, and declared advisable, the agreement of merger (within the meaning of Section 251 of the DGCL) contained within this Agreement; (ii) determined that such transactions are advisable and fair to, and in the best interests of, the Company and its stockholders; and (iii) as of the date hereof, resolved to recommend that the stockholders of the Company approve and adopt such agreement of merger. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Transactions transactions contemplated hereby and thereby (other than, with respect to the MergerMerger and the agreement of merger (within the meaning of Section 251 of the DGCL) contained within this Agreement, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Required Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents Vote (as required by the DGCLhereinafter defined)). This Agreement has and the Option Agreement have each been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, each constitutes a legalvalid, valid legal and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common StockShares, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCLDelaware Law). This Agreement has been duly and validly 19 15 executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Purchaser, constitutes a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws laws, now or hereafter in effect, affecting creditors’ ' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the effect discretion of general principles of equity (regardless of whether considered in a the court before which any proceeding at law or in equity)therefor may be brought. The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL Delaware Law shall not apply to the Merger or any of Merger, provided that such transactions are consummated in accordance with the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsterms hereof.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution Board of Directors of the Company (the “Company Board”) at a meeting or meetings duly called and delivery held has unanimously (A) determined that the Offer and the Merger are advisable and fair to and in the best interests of, the stockholders of the Company, (B) approved and adopted the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement, (C) resolved to recommend acceptance of the Offer and approval and adoption of the agreement of merger contained in this Agreement by the stockholders of the Company and (D) irrevocably taken all necessary steps to approve Parent and Purchaser becoming “interested stockholders” within the consummation by the Company meaning of Section 203 of the Transactions have been duly DGCL and validly authorized by all necessary corporate action on causing said Section 203 to be inapplicable to Parent and Purchaser and to the part Merger, the Stockholder Tender Agreement and the acquisition of Shares pursuant to the Company, Offer and no the Stockholder Tender Agreement. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to the MergerMerger and the agreement of merger (within the meaning of Section 251 of the DGCL contained within this Agreement), the approval and adoption of the agreement of merger contained in this Agreement by the holders of a majority of the then-outstanding shares Company Common Stock prior to consummation of Company Class A Common Stock, if and the Merger (unless the Merger is consummated pursuant to the extent required by applicable law, and the filing and recordation Section 253 of appropriate merger documents as required by the DGCL)). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legalvalid, valid legal and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar Laws of general applicability relating to or similar laws affecting creditors’ rights generally and subject to the effect of or by general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsprinciples.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary full corporate power and authority to (a) execute and deliver this AgreementAgreement and (b) assuming the approval of the Merger by the Required Company Stockholder Vote on the Company Record Date at the Company Special Meeting or any adjournment or postponement of such meeting in accordance with Delaware Law and the Bylaws of the Company, to perform its obligations hereunder and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by and the Company Voting Agreements, and the consummation of the Merger and the other transactions contemplated by this Agreement and by the Company of the Transactions Voting Agreements, have been duly and validly authorized by all necessary corporate action on the part unanimous vote of the board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement Agreement, the Voting Agreements or to consummate the Transactions Merger and the other transactions contemplated by this Agreement and by the Voting Agreements (other than, with respect to the Merger, the approval and adoption of this Agreement the Merger by the holders Required Company Stockholder Vote on the Company Record Date at the Company Special Meeting or any adjournment or postponement of a majority such meeting in accordance with the Delaware Law and the Bylaws of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCLCertificate of Merger with the Secretary of State of the State of Delaware). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoBuyer and Merger Sub, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar other laws affecting the enforcement of creditors’ rights generally and subject to the effect of or by general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsequitable principles.

Authority Relative to this Agreement. Subject to the approval Each of Parent and adoption of this Agreement by the Company’s stockholders, the Company Merger Sub has all necessary corporate power and authority to (i) execute, deliver and perform this Agreement and each ancillary document which Parent or Merger Sub has executed or delivered or is to execute and or deliver pursuant to this Agreement, to perform its (ii) file immediately the Certificate of Designation with the Delaware Secretary of State, and (iii) carry out Parent’s and Merger Sub’s obligations hereunder and thereunder and, to consummate the Transactionstransactions contemplated hereby (including the Merger). The execution and delivery of this Agreement by Agreement, the Company filing of the Certificate of Designation, and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the Companyapproval by their respective Boards of Directors and Parent as the sole stockholder of Merger Sub, subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VI), and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement Agreement, to file the Certificate of Designation, or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes a legal, valid the legal and binding obligation of the CompanyParent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable except as may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ rights generally and subject to the effect of by general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to: (i) execute, deliver and perform this Agreement and each Ancillary Agreement that the Company has executed or delivered or is to execute and or deliver pursuant to this Agreement, to perform its and (ii) carry out the Company’s obligations hereunder and thereunder and, subject to the Company Stockholder Approval, to consummate the Transactionstransactions contemplated hereby and thereby (including the Merger). The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have has been duly and validly authorized by all necessary corporate action on the part of the Company (including the approval by its board of directors and its stockholders as required by the Charter Documents of the Company). The consummation by the Company of the transactions contemplated hereby (including the Merger) has been, or will be, duly and no validly authorized by all necessary corporate action on the part of the Company (including the approval by its board of directors and, prior to the Closing, its stockholders as required by the DGCL). No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement and each Ancillary Agreement to which it is a party has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties heretohereto or thereto, constitutes a legal, valid the legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable except as may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ rights generally and subject to the effect of by general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution Assuming the accuracy of Newco's representations contained in Section 4.7 (without giving effect to the knowledge qualification thereof), the execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoNewco, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Board of Directors of the Company Board has approved this Agreement, the Voting Agreements Agreement (including the option contemplated thereby) and, to the extent necessary, the Employment Arrangements and the Transactions transactions contemplated hereby and thereby (including the Merger) (provided, in the case of the Voting Agreement and the Employment Arrangements, that such approvals are sufficient approval is limited to the forms provided to the Company at the time of execution hereof without giving effect to any amendments, modifications or waivers thereunder not approved by the Company) so that as to render inapplicable hereto and thereto the restrictions limitation on business combinations set forth contained in Section 203(a) 203 of the DGCL shall not apply (or any similar provision). As a result of the foregoing actions, assuming the accuracy of Newco's representations contained in Section 4.7 (without giving effect to the knowledge qualification thereof), the only vote required to authorize the Merger or any is the affirmative vote of a majority of the Transactionsoutstanding shares of Company Common Stock. To the knowledge of the Company, no other state takeover statute is applicable or similar statute or regulation, other than Section 203 of the DGCL, applies or purports to apply to this Agreement, the Merger Merger, the Voting Agreement, the Employment Arrangements, or any of the other Transactionstransactions contemplated hereby or thereby. No provision of the certificate of incorporation, by-laws or other governing instruments of the Company or any of its Subsidiaries would, directly or indirectly, restrict or impair the ability of Newco or its affiliates to vote, or otherwise to exercise the rights of a stockholder with respect to, securities of the Company and its Subsidiaries that may be acquired or controlled by Newco or its affiliates or permit any stockholder to acquire securities of the Company on a basis not available to Newco in the event that Newco were to acquire securities of the Company, and neither the Company nor any of its Subsidiaries has any rights plan, preferred stock or similar arrangement which have any of the aforementioned consequences.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby (other than, with respect to the consummation of the Merger, the approval of the Merger by the holders of a majority of the outstanding shares of Company Common Stock at any meeting of such stockholders called for such purpose, if necessary (the "Company Stockholders Meeting")). The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to the consummation of the Merger, the approval and adoption of this Agreement the Merger by the holders of a majority of the then-outstanding shares of Company Class A Common StockStock at the Company Stockholders Meeting, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCLrequired). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a the legal, valid and binding obligation of the CompanyCompany (other than, enforceable against with respect to the consummation of the Merger, the approval of the Merger by the holders of a majority of the outstanding shares of Company Common Stock at the Company in accordance with its termsStockholders Meeting, subject to if required), except that the effect of any applicable enforcement hereof may be limited by (a) bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors’ ' rights generally and subject to the effect of (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to Each of the approval Seller Parent and adoption of this Agreement by the Company’s stockholders, the Company Seller has all necessary full corporate power and authority to execute and deliver enter into this Agreement, and, subject to obtaining the Seller Parent Shareholders’ Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by each of the Company Seller Parent and the Seller and the consummation by the Company each of them of the Transactions transactions contemplated hereby have been duly and validly authorized approved by all necessary corporate action on their respective Boards of Directors (and, in the part case of the CompanySeller, all of its direct shareholders), and no other corporate proceedings on the part of the Company Seller Parent or the Seller are necessary to authorize this Agreement or to consummate the Transactions (other thanexecution, with respect to the Merger, the approval delivery and adoption performance of this Agreement by the holders of a majority Seller Parent and the Seller and the consummation by the Seller Parent and the Seller of the then-outstanding shares transactions contemplated hereby, other than obtaining the Seller Parent Shareholders’ Approval. The Board of Company Class A Common Stock, if and to Directors of the extent required by applicable law, Seller Parent has unanimously passed a resolution declaring the advisability of this Agreement and the filing purchase and recordation sale of appropriate merger documents as required the Shares (the “Share Purchase”) and the other transactions contemplated hereby and resolving that the same be submitted for consideration by the DGCL)shareholders of the Seller Parent. This Agreement has been duly and validly executed and delivered by the Company and, assuming Seller Parent and the due authorization, execution Seller and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, each of them enforceable against the Company each of them in accordance with its terms, subject to the effect of any applicable except as enforceability may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the effect of by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company SPAC has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery of this Agreement and the other Transaction Documents to which SPAC is or will be a party by the Company SPAC, and the consummation by the Company SPAC of the Transactions Transactions, have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company SPAC are necessary to authorize this Agreement and the other Transaction Documents to which it is or will be a party, or to consummate the Transactions (other than, than with respect to the SPAC Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A SPAC Common Stock, if and to Stock as of the extent required by applicable lawrecord date for the SPAC Stockholders’ Meeting, and the filing and recordation of appropriate merger documents as required by the DGCL). This Each of this Agreement and the other Transaction Documents to which SPAC is or will be a party has been, or will be, has been duly and validly executed and delivered by the Company SPAC and, assuming the due authorization, execution and delivery by the other parties heretoCompany, Holdco and the Merger Subs, constitutes a legal, valid and binding obligation of the CompanySPAC, enforceable against the Company SPAC in accordance with its terms, terms subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity)Remedies Exceptions. The Company SPAC Board has approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger SPAC Merger, this Agreement, the Sponsor Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the CompanySPAC, no other state takeover statute is applicable to the SPAC Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all -------------------------------------------------- necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby (other than, with respect to the Merger, the adoption of this Agreement by the holders of a majority of the Shares if and to the extent required by applicable law, and the filing of appropriate merger documents as required by the DGCL and the VSCA). The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, Shares if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCLDGCL and the VSCA). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoParent and Purchaser, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms. The Board of Directors of the Company has approved this Agreement and the transactions contemplated hereby (including but not limited to the Offer and the Merger and the Stock Option Agreement, and the transactions contemplated by each such agreement) so as to render inapplicable hereto and thereto the limitation on business combinations contained in Section 203 of the DGCL (or any similar provision). As a result of the foregoing actions subject to the effect applicability of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to Section 253 of the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this AgreementDGCL, the Voting Agreements and only vote required to authorize the Transactions and such approvals are sufficient so that Merger is the restrictions on business combinations set forth in Section 203(a) affirmative vote of a majority of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsoutstanding Shares.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company (a) Coors has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Coors Stockholder Approval, the Interim Order and the Final Order, to consummate the Transactionstransactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by Coors of this Agreement by and the Company other Transaction Documents to which it is party and the consummation by the Company Coors of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyCoors, and no other corporate proceedings on the part of the Company Coors are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the Transactions (transactions so contemplated, other than, with respect to than the MergerCoors Stockholder Approval, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, Interim Order and the filing and recordation of appropriate merger documents as required by the DGCL)Final Order. This Agreement has been been, and each other Transaction Document to which Coors is or will be party has been, or will be at or prior to the Closing, duly and validly executed and delivered by the Company Coors and, assuming the due authorization, execution and delivery by the other parties heretothereto, constitutes or will constitute at or prior to the Closing, a legalvalid, valid legal and binding obligation of the CompanyCoors, enforceable against the Company Coors in accordance with its respective terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws Laws, now or hereafter in effect, affecting creditors’ ' rights generally generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) discretion of the DGCL shall not apply to court before which any proceeding may be brought and (iii) the Merger or Currency Act (Canada) precludes a court in Canada from rendering judgment in any of the Transactions. To the knowledge of the Company, no currency other state takeover statute is applicable to the Merger or the other Transactionsthan Canadian currency.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary the requisite corporate power and authority to execute enter into this Agreement and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionshereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly unanimously authorized by all necessary corporate action on the part Board of Directors of the CompanyCompany and, and except for the approval of its stockholders (if required) as set forth in Section 6.1, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, . Neither the Company nor any of its subsidiaries is subject to the effect or obligated under any provision of any applicable bankruptcy(a) its Certificate or Articles of Incorporation or By-Laws, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations b) except as set forth in Section 203(athe Disclosure Schedule, any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached or violated or in respect of the DGCL shall not apply to the Merger which a right of termination or acceleration or any encumbrance on any of its or any of its subsidiaries' assets could be created by the Transactions. To Company's execution, delivery and performance of this Agreement and the knowledge consummation by the Company of the Companytransactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Company Material Adverse Effect. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no 12 authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement other state takeover statute is applicable than filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and the Company agrees to make any and all such filings on or prior to the Merger or Effective Time if the other TransactionsCompany is required to make such filings under applicable law.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company Each Stockholder has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company such Stockholder and the consummation by the Company such Stockholder of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate trust or other action on the part of the Company, such Stockholder and no trust or other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of transactions contemplated by this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)Agreement. This Agreement has been duly and validly executed and delivered by the Company each Stockholder and, assuming the due authorization, execution and delivery by the other parties heretoParent, constitutes a legal, valid and binding obligation of the Companyeach Stockholder, enforceable against the Company each Stockholder in accordance with its terms, subject to the effect of any applicable (a) except as may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganizationinsolvency, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally generally, and (b) subject to the effect of general principles of equity equity. If a Stockholder is married, or marries prior to the Expiration Time, and such Stockholder’s Shares constitute community property or otherwise require spousal or other approval in order for this Agreement to be legal, valid and binding, this Agreement has been (regardless or, prior to the marriage, will be) approved executed and delivered by, and constitutes (or, prior to the marriage, will constitute) a legal, valid and binding obligation of, such Stockholder’s spouse, enforceable against such spouse in accordance with its terms. No trust of whether considered in which such Stockholder is a proceeding at law trustee requires the consent of any beneficiary or in equity). The Company Board has approved other person to the execution and delivery of this Agreement or to the consummation by such trust of the transactions contemplated by this Agreement or compliance by such trust with the provisions of this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receiving the Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by Company Stockholder Approval, which the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoGigCapital5 and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company The Buyer has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and the CVR Agreement and to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the CVR Agreement by the Company Buyer and the consummation by the Company Buyer of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyBuyer, and no other corporate proceedings on the part of the Company Buyer are necessary to authorize this Agreement and the CVR Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval transactions contemplated hereby and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)thereby. This Agreement has been, and the CVR Agreement shall have been on the Closing Time, duly and validly executed and delivered by the Company Buyer and, assuming the due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid constitute legal and binding obligation obligations of the CompanyBuyer, enforceable against the Company Buyer in accordance with its their respective terms, subject except to the effect of any applicable extent that (i) enforcement thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)transfer, reorganization, moratorium or and similar laws affecting creditors’ rights generally and subject to the effect of general applicability relating to or affecting creditor rights, (ii) the enforcement thereof may be limited by general equitable principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity). The Company Board has approved this Agreement, and (iii) the Voting Agreements remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) discretion of the DGCL shall not apply to the Merger or court before which any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsproceeding therefor may be brought.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Company Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to the Merger, obtaining the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoBioSante, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or and similar laws Laws affecting the enforcement of creditors’ rights generally and subject to the effect of by general principles of equity (regardless of whether considered in a proceeding at law or in equity)equitable principles. The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions transactions contemplated hereby and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactionstransactions contemplated hereby, and such approvals have not been withdrawn or modified. To the knowledge of the Company, no No other state “moratorium,” “control share,” “fair price” or other takeover statute or regulation is applicable to the Company with respect to the Merger or the other Transactionstransactions contemplated by this Agreement.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary requisite corporate power and authority to execute enter into this Agreement and deliver this Agreement, any other Transaction Documents to which it is a party thereto and to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby, in each case, subject to the consents, approvals, authorizations and other requirements described in Section 4.05 and the adoption of this Agreement by holders of a majority of the voting power represented by all outstanding shares of Company Common Stock (the “Company Requisite Approvals”). The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part Company Board and, upon receipt of the CompanyCompany Requisite Approval, and no other corporate proceedings on the part of the Company or the Company Holders are necessary to authorize the consummation of the transactions contemplated hereby. On or prior to the date hereof, the Company Board has determined that the transactions contemplated by this Agreement or are fair to consummate and in the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority best interests of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization and execution by each other Party, constitutes the due authorizationvalid and binding agreement of the Company, execution enforceable against the Company in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and delivery (b) general equitable principles, whether considered in a proceeding at law or equity (together, (a) and (b), the “Remedies Exceptions”). Each Transaction Document to be executed by the Company at or prior to the Closing will be, when executed and delivered by the Company, duly and validly executed and delivered and, assuming due authorization and execution by each other parties heretoParty thereto and the consummation of the Closing, constitutes will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity)Remedies Exception. The Company Board has approved this Agreement, Requisite Approval is the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) only vote of the DGCL shall not apply to the Merger holders of any class or any series of capital stock of the Transactions. To Company required to adopt this Agreement and approve the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionstransactions contemplated hereby.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Company Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to the Merger, obtaining the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or and similar laws Laws affecting the enforcement of creditors’ rights generally and subject to the effect of by general principles of equity (regardless of whether considered in a proceeding at law or in equity)equitable principles. The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions transactions contemplated hereby and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactionstransactions contemplated hereby. To the knowledge of the Company, no other state takeover statute is applicable to the Company with respect to the Merger or the other Transactionstransactions contemplated by this Agreement.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and the Related Agreements and to perform its obligations hereunder and thereunder, subject to obtaining the approval of the stockholders of the Company of the Merger and this Agreement, to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby and the execution and delivery of the Related Agreements by the Company and the consummation by the Company of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Related Agreements, or to consummate the Transactions transactions so contemplated (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by a majority of the votes entitled to be cast by the holders of the Company Common Stock and Series B Convertible Preferred Stock (voting on an as-converted to Company Common Stock basis), voting together as a majority of the then-outstanding shares of Company Class A Common Stocksingle class, if and to the extent required by applicable law, in accordance with Delaware Law and the filing and recordation of appropriate merger documents as required by the DGCLCompany Charter Documents). This Agreement has and the Related Agreements have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, and subject to obtaining the other parties heretoapproval of the Company's stockholders of the Merger and this Agreement, constitutes a legal, valid constitute legal and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any their terms except as enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties' rights generally and except as enforceability may be subject to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval Each of Corel and adoption of this Agreement by the Company’s stockholders, the Company Sub has all necessary full corporate power and authority to execute and deliver enter into this Agreement and, subject (in the case of this Agreement) to obtaining the Corel Shareholders' Approval (as defined in Section 6.03 (a)), to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution On or prior to the date hereof, the execution, delivery and delivery performance of this Agreement by the Company each of Corel and Sub and the consummation by the Company each of Corel and Sub of the Transactions transactions contemplated hereby have been duly and validly authorized approved by all necessary corporate action on its Board of Directors and by the part sole shareholder of Sub, the Board of Directors of Corel has adopted a resolution declaring the advisability of the CompanyCorel Shareholders' Proposals (as defined in Section 6.03 (a)) and directed that the Corel Shareholders' Proposals be submitted for consideration by the shareholders of Corel in accordance with applicable laws, and no other corporate proceedings on the part of the Company either of Corel or Sub or their shareholders are necessary to authorize this Agreement or to consummate the Transactions (other thanexecution, with respect to the Merger, the approval delivery and adoption performance of this Agreement by Corel and Sub and the holders of a majority consummation by Corel and Sub of the then-outstanding shares of Company Class A Common Stocktransactions contemplated hereby, if and to other than obtaining the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)Corel Shareholders' Approval. This Agreement has been duly and validly executed and delivered by the Company each of Corel and Sub and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation agreement of the Company, each of Corel and Sub enforceable against the Company each of Corel and Sub in accordance with its terms, subject to the effect of any applicable except as enforceability may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject to obtaining the approval of the shareholders of Company of this Agreement and the Merger, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to the Merger, the approval and adoption of this Agreement and the approval of the Merger by the holders of a majority of the then-outstanding voting shares of Company Class A Common Stock, if and to Shares in accordance with the extent required by applicable law, Israeli Companies Law and the filing and recordation of appropriate merger documents as required by the DGCLCompany Charter Documents). This Except as set forth in Section 2.4 of the Company Disclosure Letter, this Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any terms except (i) as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting creditors’ ' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Assuming neither the Parent nor Merger Sub, nor any of their respective affiliates as defined in Section 320(c) of the Israeli Companies Law, vote any shares they own, the affirmative vote of a simple majority of the voting power of the Company present and voting at the Company General Meeting at which a quorum is present (the "REQUIRED COMPANY SHAREHOLDER VOTE") is the only vote of the holders of any shares of the Company necessary to approve the Merger. The quorum required for the Company General Meeting is two or more shareholders who hold at least 50% of the voting rights of the issued share capital of the Company. No vote or approval of (i) any creditor of the Company (subject to the effect rights of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in creditors under Section 203(a) 319 of the DGCL shall not apply to Israeli Companies Law), (ii) any holder of any option or warrant granted by the Merger Company, or (iii) any shareholder of any of the Transactions. To Company's subsidiaries is necessary in order to approve or permit the knowledge consummation of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsMerger.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, the Option Agreement and the documents contemplated hereby or thereby or executed in connection herewith or therewith to which the Company is a party (the Option Agreement and such other agreements and documents, collectively, the "Ancillary Documents"), to perform its obligations hereunder and thereunder and, subject to adoption of this Agreement by the Required Company Vote (as defined in Section 4.13), if required by applicable Laws, to consummate the transactions contemplated hereby and thereby (the "Transactions"). The execution and delivery of this Agreement and any Ancillary Document by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any Ancillary Document or to consummate the Transactions (other than, with respect to than (i) the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Required Company Class A Common StockVote, if and to the extent required by applicable lawLaws, and (ii) the filing and recordation of appropriate merger documents as required by the DGCLMerger Filing). This Agreement has and any Ancillary Document have each been or will be duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties heretoParent and Merger Sub, constitutes a constitute or will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their respective terms, subject to the effect of any applicable except as enforcement may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all moratorium or other similar laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ creditors rights generally and subject to the effect of by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company Buyer has all necessary corporate full limited liability company power and authority to execute and deliver this Agreement, Agreement and the Ancillary Agreements to perform its obligations hereunder which it is a party and to consummate the Transactionstransactions contemplated hereby or thereby. The execution and delivery of this Agreement by and the Company Ancillary Agreements and the consummation by the Company of the Transactions transactions contemplated hereby or thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of the Company, Buyer and no other corporate limited liability company proceedings on the part of the Company Buyer are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby or thereby. This Agreement has and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Buyer, or, if applicable, will be duly and validly executed and delivered by Buyer at or prior to the Company and, Closing and assuming the due authorization, execution that this Agreement and delivery by the other parties hereto, constitutes a legal, each such Ancillary Agreement constitute or will constitute at Closing valid and binding obligation agreements of Seller, and subject to the Companyreceipt of Buyer's Required Regulatory Approvals and Seller's Required Regulatory Approvals, constitute valid and binding agreements of Buyer, enforceable against the Company Buyer in accordance with its their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or insolvency, moratorium, and other similar laws Laws affecting creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject only to the approval of the Company’s stockholders as described below, (i) to execute and deliver each instrument required hereby to be executed and delivered by it at the Closing and (ii) to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect subject only to the Merger, the approval and adoption of this Agreement and the Merger by the Company’s stockholders by the affirmative vote of the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents Stock as required by the DGCL)GCL and the Company Charter. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the other parties heretoParent and Merger Sub, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors’ rights generally and subject to the effect of by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equitylaw). The Company Board has approved As of the date of this Agreement, the Voting Agreements Board of Directors of the Company has unanimously determined that it is fair to, and advisable and in the best interests of, the Company’s stockholders for the Company to enter into a business combination with Parent upon the terms and subject to the conditions of this Agreement, and has unanimously recommended that the Company’s stockholders approve and adopt this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) Merger. None of the DGCL shall aforesaid actions by the Company’s Board of Directors has been amended, rescinded or modified except as, and unless, done in accordance with Section 6.2 of this Agreement. The action taken by the Company’s Board of Directors constitutes approval of the Merger and the other transactions contemplated hereby by the Company’s Board of Directors under the provisions of Section 203 of the GCL such that Section 203 of the GCL does not apply to this Agreement or the Merger transactions contemplated hereby. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement and no other vote of any holders of shares of the Company’s capital stock is necessary to approve any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionstransactions contemplated hereby.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the RECOMMENDATION. The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to the Merger, than the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of the Company Class A Common Stock, if and to Stock in accordance with the extent required by applicable law, IBCL and the filing and recordation Company's Articles of appropriate merger documents as required by the DGCLIncorporation). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Board of Directors of the Company Board has approved (the "COMPANY BOARD") has, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) approving and declaring the advisability of this Agreement, the Voting Agreements Agreement and the Transactions Merger in accordance with the IBCL and such approvals the Company's Articles of Incorporation and Bylaws, (ii) determining that this Agreement and the Merger are sufficient so that fair to and in the restrictions on business combinations set forth in Section 203(a) best interests of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge stockholders of the Company, no other state takeover statute is applicable (iii) determining that the consideration to be paid in the Merger is fair to and in the best interests of the stockholders of the Company and (iv) recommending that the stockholders of the Company approve this Agreement; which resolutions have not been subsequently rescinded, modified or the other Transactionswithdrawn in any way.

Authority Relative to this Agreement. Subject only to the ------------------------------------ approval and adoption of this Agreement by the Company’s stockholders's stockholders described below, the Company has all necessary corporate power and authority to execute and deliver this Agreement, the Stock Option Agreement and each instrument required hereby to be executed and delivered by it at the Closing and to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement, the Stock Option Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect subject only to the Merger, the approval and adoption of this Agreement and the Merger by the Company's stockholders under the DGCL and the Company Charter by the affirmative vote of the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a as applicable, constitute legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors’ ' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). The Board of Directors of the Company has determined that it is advisable and in the best interests of the Company's stockholders for the Company to enter into a business combination with Parent upon the terms and subject to the effect conditions of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, and has recommended that the Voting Agreements Company's stockholders approve and adopt this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsMerger.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the CompanyCompany (the "COMPANY BOARD") and the holders of all outstanding shares of the Company Common Stock have approved this Agreement and the Merger by written consent pursuant to Section 5.1 hereof and, other than the filing and recordation of appropriate merger documents as required by the DGCL or the CCC, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoParent and the Purchaser, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement is subject to the effect of (i) any applicable bankruptcy, insolvency insolvency, reorganization or similar laws relating to or affecting creditors' rights generally, and (ii) general principles of equity, including, without limitation, all laws relating to fraudulent transfers)concepts of materiality, reorganizationreasonableness, moratorium or good faith and fair dealing, and other similar laws doctrines affecting creditors’ rights the enforceability of agreements generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law or in equitylaw). The Company Board by unanimous written consent has (i) determined that the Merger is fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, the Voting Agreements Agreement and the Transactions transactions contemplated hereby, (iii) resolved to recommend approval and such approvals are sufficient so adoption of this Agreement and Merger by the Company's stockholders and (iv) directed that this Agreement be submitted to the restrictions on business combinations set forth in Section 203(a) Company's stockholders. The Merger has been authorized by the written consent of all of the DGCL shall not apply to the Merger or any outstanding shares of the Transactions. To the knowledge of the CompanyCompany Common Stock, no other state takeover statute is applicable pursuant to the Merger or the other TransactionsSection 5.1 hereof.

Authority Relative to this Agreement. Subject to BCE and its subsidiaries, as applicable, have the approval and adoption of this Agreement by the Company’s stockholders, the Company has all necessary corporate requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder the Registration Rights Agreement and the Governance Amendments, as applicable, and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement, the Registration Rights Agreement and the Governance Amendments by the Company BCE and its subsidiaries, as applicable, and the consummation by the Company BCE and its subsidiaries of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on BCE’s and the part applicable subsidiaries’ respective boards of directors, or other governing bodies or general partners, as the Companycase may be, and no other corporate corporate, partnership, stockholder or partner proceedings on the part of the Company BCE or its subsidiaries are necessary to authorize this Agreement, the Registration Rights Agreement and the Governance Amendments, as applicable, or for BCE or its subsidiaries, as applicable, to consummate the Transactions (other than, with respect to the Mergertransactions contemplated hereby or thereby. This Agreement, the approval and adoption of this Registration Rights Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has Governance Amendments have been duly and validly executed and delivered by the Company BCE and its subsidiaries, as applicable, and, assuming the due authorization, execution and delivery thereof by the other parties heretothereto, constitutes a legal, the valid and binding obligation obligations of the Companysuch of BCE and its subsidiaries as are parties thereto, enforceable against the Company them in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and and, to consummate the Transactionstransactions contemplated hereby (including the Merger). The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of the CompanyCompany (including the approval by its Board of Directors, subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VI but excluding the Written Consent, which is being delivered simultaneously with the execution and delivery hereof), and no other corporate proceedings on the part of the Company are necessary (other than the Written Consent) to authorize this Agreement or to consummate the Transactions (other than, with respect transactions contemplated hereby pursuant to Applicable Law and the Merger, the approval terms and adoption conditions of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes a legal, valid the legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable except as may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ rights generally and subject to the effect of by general principles of equity (regardless of whether considered in a proceeding at law or in equity). The action by written consent of the shareholders of the Company Board has approved (the “Written Consent”) to approve and adopt this AgreementAgreement and the transactions contemplated hereby is the only consent or approval by, or vote of, the Voting Agreements holders of any class or series of share capital of the Company necessary for the Company to adopt this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionstransactions contemplated hereby.

Authority Relative to this Agreement. Subject to the approval Each of Parent and adoption of this Agreement by the Company’s stockholders, the Company Merger Sub has all necessary corporate power and authority to execute to: (i) execute, deliver and deliver perform this Agreement, and each Ancillary Agreement that Parent and Merger Sub has executed or delivered or is to perform its execute or deliver pursuant to this Agreement, and (ii) carry out Parent’s and Merger Sub’s obligations hereunder and thereunder and, subject to approval by its stockholders, to consummate the Transactionstransactions contemplated hereby and thereby (including the Merger). The execution and delivery of this Agreement and the Ancillary Agreements to which it is party by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the Companyapproval by their respective boards of directors and, prior to the Closing, its stockholders as required by the DGCL and no any other Legal Requirement). No other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or the applicable Ancillary Agreement or to consummate the Transactions (transactions contemplated hereby or thereby, other than, with respect to the Merger, than the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)Parent Stockholder. This Agreement and the applicable Ancillary Agreements has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties heretohereto or thereto, constitutes a legal, valid the legal and binding obligation of the CompanyParent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable except as may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ rights generally and subject to the effect of by general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Company Stock Option Agreement, and, subject to obtaining the necessary approvals of the Company's stockholders, to perform its obligations hereunder and thereunder and to consummate the TransactionsMerger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Company Stock Option Agreement by the Company and the consummation by the Company of the Transactions Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Company Stock Option Agreement or to consummate the Transactions Merger and the other transactions so contemplated (other than, than with respect to approval of the Merger, the approval Merger and adoption of this Agreement by the holders Company's stockholders by the affirmative vote of a majority of all the then-outstanding shares of votes entitled to vote on the matter (the "Company Class A Common Stock, if and to the extent required by applicable lawStockholders' Vote"), and the filing and recordation acceptance of appropriate merger documents the Certificate of Merger as required by the DGCL). This Agreement has and the Company Stock Option Agreement have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a constitute legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, subject to except as the effect of any applicable enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ ' rights generally and except as enforcement thereof is subject to the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law or in equitylaw). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company Chiste has all necessary full corporate power and authority to execute to: (i) execute, deliver and deliver perform this Agreement, and each ancillary document which Chiste has executed or delivered or is to perform its execute or deliver pursuant to this Agreement, and (ii) carry out Chiste's obligations hereunder and thereunder and, to consummate the Transactionstransactions contemplated hereby (including the Transaction). The execution and delivery of this Agreement by the Company and the consummation by the Company Chiste of the Transactions transactions contemplated hereby (including the Transaction) have been duly and validly authorized by all necessary corporate action on the part of Chiste (including the Companyapproval by its Board of Directors), and no other corporate proceedings on the part of the Company Chiste are necessary to authorize this Agreement or to consummate the Transactions (transactions contemplated hereby, other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and than the filing and recordation acceptance of appropriate merger documents as required by the DGCL)Certificate of Designations for the Series B Preferred Stock. This Agreement has been duly and validly executed and delivered by the Company Chiste and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes a legal, valid the legal and binding obligation of the CompanyChiste, enforceable against the Company Chiste in accordance with its terms, subject to the effect of any applicable except as may be limited by: (a) bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of by general principles of equity and public policy, and (regardless of whether considered b) the Stockholder Approval. Upon the Stockholder Approval, which in a proceeding at law or in equity). The Company Board has approved this Agreementany case shall be required to have occurred subsequent to the Closing, the Voting Agreements Series B Preferred Stock will be convertible into duly authorized, validly issued, fully paid and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) nonassessable shares of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsChiste's Common Stock.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate limited liability company power and authority to: (i) execute, deliver and perform this Agreement and each Ancillary Agreement that the Company has executed or delivered or is to execute and or deliver pursuant to this Agreement, to perform its and (ii) carry out the Company’s obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby (including the Merger). The execution and delivery of this Agreement and each Ancillary Agreement that the Company has executed or delivered or is to execute or deliver pursuant to this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby and thereby (including the Merger) have been been, or will be, duly and validly authorized by all necessary corporate limited liability company action on the part of the CompanyCompany (including the approval by its board of managers and, prior to the Closing, any approval of its members as required by the Delaware Laws and its Charter Documents), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or such Ancillary Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby or thereby. This Agreement and each Ancillary Agreement that the Company has been executed or delivered or is to execute or deliver pursuant to this Agreement has been, or will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties heretohereto or thereto, constitutes a legal, valid the legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable except as may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ rights generally and subject to the effect of by general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company DHI has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its respective obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company DHI and the consummation by the Company DHI of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company DHI are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to than the Merger, the adoption and approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A the DHI Common Stock, if Stock entitled to vote in accordance with the Delaware Law and to the extent required by applicable law, DHI's Amended and the filing Restated Certificate of Incorporation and recordation of appropriate merger documents as required by the DGCLBylaws). This Agreement has been duly and validly executed and delivered by the Company DHI and, assuming the due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid and binding obligation of the Company, DHI enforceable against the Company DHI in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Board of Directors of DHI has, at a meeting duly called and held at which all directors of the Company Board has approved were present, duly and unanimously adopted resolutions (i) approving and declaring the advisability of this Agreement, the Voting Agreements Agreement and the Transactions Merger in accordance with the Delaware Law and such approvals the Company's certificate of incorporation and by-laws, (ii) determining that this Agreement and the Merger are sufficient so that in the restrictions on business combinations set forth in Section 203(a) best interests of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge stockholders of the Company, no other state takeover statute is applicable to and (iii) recommending that the Merger stockholders of DHI adopt and approve this Agreement; which resolutions have not been subsequently rescinded, modified or the other Transactionswithdrawn in any way.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the CompanyCompany (the "COMPANY BOARD") and, other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock and by the holders of a majority of the outstanding shares of Company Preferred Stock by either vote or written consent and the filing and recordation of appropriate merger documents as required by the CCC, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoParent and Purchaser, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board (at a meeting duly called and held) has unanimously (i) determined that the Merger is fair to and in the best interests of the Company and its stockholders, (ii) approved this AgreementAgreement and the transactions contemplated hereby, (iii) resolved to recommend approval and adoption of this Agreement and Merger by the Company's stockholders and (iv) directed that this Agreement be submitted to the Company's stockholders. As a result of the foregoing actions, the Voting Agreements and only corporate action required to authorize the Transactions and such approvals are sufficient so that Merger is the restrictions on business combinations set forth in Section 203(a) affirmative vote or written consent of a majority of the DGCL shall not apply to the Merger or any outstanding shares of Company Common Stock and of a majority of the Transactions. To the knowledge outstanding shares of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsCompany Preferred Stock.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary the requisite corporate power and authority to execute enter into this Agreement and deliver this Agreement, the Escrow Agreement and to perform carry out its obligations hereunder and to consummate the Transactionsthereunder. The execution and delivery of this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Company's Board of Directors and, other than the adoption of this Agreement by the Company and Shareholders pursuant to the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the CompanyDCL, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing Escrow Agreement and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby and thereby. This Agreement has and the Escrow Agreement have been duly and validly executed and delivered by the Company and, assuming this Agreement and the due authorization, execution and delivery by the other parties hereto, constitutes a legal, Escrow Agreement constitute valid and binding obligation obligations of each of Parent, Merger Sub and each of the Company Shareholders that is a party hereto and thereto, and assuming its adoption by the Company Shareholders, this Agreement and the Escrow Agreement constitute valid and binding agreements of the Company, enforceable against the Company in accordance with its their terms, except as the enforceability hereof may be subject to the effect of any applicable or limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium arrangement or similar laws affecting creditors’ the rights generally of creditors generally, judicial limitations upon the specific performance of certain types of obligations and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionspublic policy.

Authority Relative to this Agreement. Subject to the approval Each of GBE and adoption of this Agreement by the Company’s stockholders, the Company has all necessary corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby, including but not limited to the Acquisition. The execution and delivery of this Agreement by the Company and the consummation by GBE and the Company of the Transactions transactions contemplated hereby, including but not limited to the Acquisition, have been duly and validly authorized by all necessary corporate action or limited liability company, as applicable, actions on the part of GBE and the Company, and no other corporate proceedings or limited liability company, as applicable, proceeding on the part of the Company are or GBE is necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GBE and the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes a legal, valid the legal and binding obligation of GBE and the Company, enforceable against GBE and the Company in accordance with its terms, subject to the effect of any applicable except as may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ rights generally and subject to the effect of by general principles of equity (regardless equity. GBE, by its execution of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, in its capacity as the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge sole member of the Company, no hereby approves and adopts this Agreement and authorizes the Company, its directors (if any) and officers to take all actions necessary for the consummation of the Acquisition and the other state takeover statute is applicable transactions contemplated hereby pursuant to the Merger or the other Transactionsterms of this Agreement.

Authority Relative to this Agreement. Subject to the approval (a) Each of AGT and adoption of this Agreement by the Company’s stockholders, the Company Acquisition has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part Boards of Directors of AGT (the Company"AGT Board") and Acquisition and by AGT as the sole stockholder of Acquisition, and no other corporate proceedings on the part of the Company AGT or Acquisition are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to the Mergerissuance of AGT Common Stock as required by the terms of this Agreement (the "Share Issuance"), the approval and adoption of this Agreement the Share Issuance by the holders of a majority of the then-outstanding shares total votes cast on the approval and adoption of Company Class A Common Stock, if and to the extent required by applicable law, and Share Issuance at the filing and recordation meeting of appropriate merger documents as required by the DGCLAGT's stockholders called for such purpose). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution each of AGT and delivery by the other parties hereto, Acquisition and constitutes a legalvalid, valid legal and binding obligation agreement of the Companyeach of AGT and Acquisition, enforceable against the Company each of AGT and Acquisition in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance, reorganization, moratorium or and similar laws affecting creditors’ ' rights generally and subject remedies generally, and subject, as to the effect of enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether considered enforcement is sought in a proceeding at law or in equity). (b) The Company AGT Board has approved this Agreementhas, by unanimous vote of those present, duly and validly approved, and taken all corporate actions required to be taken by the AGT Board for the consummation of, the Voting Agreements transactions contemplated hereby, including the Merger, and resolved to recommend that the stockholders of AGT approve and adopt the Share Issuance. The action of the AGT Board in approving this Agreement and the Transactions transactions contemplated hereby, including the Merger, is sufficient to render inapplicable to the Merger and such approvals are sufficient so that this Agreement the restrictions on business combinations set forth in provisions of Section 203(a) 203 of the DGCL shall not apply and, to the Merger knowledge of AGT, no Delaware or other State takeover statute or similar statute or regulation applies to the Merger, this Agreement or any of the Transactionstransactions contemplated hereby. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsSection 4.4.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby, subject, in the case of the Merger, to receipt of the affirmative vote or written consent of holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Stockholder Approval”). The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on subject, in the part case of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority to receipt of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)Stockholder Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoeach of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject subject, as to the effect of any applicable enforceability, to bankruptcy, insolvency (includinginsolvency, without limitationmoratorium, all laws reorganization and other Laws of general applicability relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to general equity principles (the effect “Bankruptcy and Equity Exception”). The Special Committee and the Company Board, acting based on the recommendation of general principles the Special Committee, at a meeting duly called and held and at which a quorum was present and voting, have determined that the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, the holders of equity (regardless of whether considered in a proceeding at law or in equity)the Shares and adopted the Special Committee Recommendation and the Company Board Recommendation, respectively. The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions consummation of the transactions contemplated hereby, including the Merger, and such approvals are sufficient so has taken all action in order that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionstransactions contemplated hereby.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the TransactionsMerger (other than, with respect to the Merger, the Stockholder Approval, and the filing and recordation of appropriate merger documents as required by the DGCL). The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions Merger have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawStockholder Approval, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as such enforceability may be limited by applicable bankruptcy, insolvency bankruptcy (including, without limitation, including all laws relating Laws related to fraudulent transferstransfer), reorganizationinsolvency, moratorium reorganization or similar laws Law affecting creditors’ rights generally generally, by general equitable principles and subject to by the effect discretion of general principles of equity any Governmental Authority before which any proceeding seeking enforcement may be brought (regardless of whether considered in a proceeding at law or in equitythe “Enforceability Exceptions”). The Company Board has unanimously approved this Agreement, the Voting Agreements Agreement and the Transactions Merger and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger or any of the TransactionsMerger. To the knowledge of the Company, no No other state takeover statute is applicable to the Merger or the other TransactionsMerger.

Authority Relative to this Agreement. Subject to the approval Each of Parent and adoption of this Agreement by the Company’s stockholders, the Company Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Escrow Agreement, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Escrow Agreement by the Company Parent and the consummation by the Company Parent of the Transactions transactions contemplated hereby and thereby, and the execution and delivery of this Agreement by Merger Sub, and the consummation by Merger Sub of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or the Escrow Agreement or to consummate the Transactions such transactions (other than, with respect to than the Merger, the approval and adoption of this Agreement by the holders of a majority filing of the then-outstanding shares Certificate of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents Merger as required by the DGCLDelaware Code). This Agreement has been, and the Escrow Agreement will be, duly executed and delivered by Parent. Assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement constitutes, and the Escrow Agreement will constitute, legal, valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally or by general equitable principles. This Agreement has been duly and validly executed and delivered by the Company Merger Sub and, assuming the due authorization, execution and delivery by each of the other parties heretohereto and thereto, constitutes a legal, valid and binding obligation of the CompanyMerger Sub, enforceable against the Company Merger Sub in accordance with its terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or similar other laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of or by general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsequitable principles.

Authority Relative to this Agreement. Subject to SPAC has the approval and adoption of this Agreement by the Company’s stockholders, the Company has all necessary corporate requisite power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to execute which it is a party; and deliver this Agreement, to perform (b) carry out its obligations hereunder under this Agreement and the other Transaction Agreements and to consummate the TransactionsTransactions (including the Mergers) contemplated hereby and thereby. The execution and delivery by SPAC of this Agreement by and the Company other Transaction Agreements to which it is (or will be) a party, and the consummation by the Company SPAC of the Transactions (including the Mergers) have been (or, in the case of any Transaction Agreement entered into after the date of this Agreement, will be upon execution thereof) duly and validly authorized by all necessary corporate action on the part of the CompanySPAC, and no other corporate proceedings on the part of the Company SPAC are necessary to authorize this Agreement or the other Transaction Agreements to which it is a party or to consummate the Transactions (contemplated hereby and thereby, other than, with respect to the Merger, the than approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)SPAC Shareholder Matters. This Agreement has and the other Transaction Agreements to which SPAC is (or will be) a party have been (or, in the case of any Transaction Agreement entered into after the date of this Agreement, will be upon execution thereof) duly and validly executed and delivered by the Company SPAC and, assuming the due authorization, execution and delivery hereof and thereof by the Company and the other parties heretothereto, constitutes a legalconstitute or will constitute, valid upon execution thereof, as applicable, the legal and binding obligation obligations of the Company, SPAC enforceable against the Company it in accordance with its their terms, subject to the effect of any except insofar as enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to or by principles governing the effect availability of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsequitable remedies.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company Each Stockholder has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company such Stockholder and the consummation by the Company such Stockholder of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate trust or other action on the part of the Company, such Stockholder and no trust or other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of transactions contemplated by this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)Agreement. This Agreement has been duly and validly executed and delivered by the Company each Stockholder and, assuming the due authorization, execution and delivery by the other parties heretoParent, constitutes a legal, valid and binding obligation of the Companyeach Stockholder, enforceable against the Company each Stockholder in accordance with its terms, subject to the effect of any applicable (a) except as may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganizationinsolvency, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally generally, and (b) subject to the effect of general principles of equity equity. If a Stockholder is married, or marries prior to the Expiration Time, and such Stockholder's Shares constitute community property or otherwise require spousal or other approval in order for this Agreement to be legal, valid and binding, this Agreement has been (regardless or, prior to the marriage, will be) approved executed and delivered by, and constitutes (or, prior to the marriage, will constitute) a legal, valid and binding obligation of, such Stockholder's spouse, enforceable against such spouse in accordance with its terms. No trust of whether considered in which such Stockholder is a proceeding at law trustee requires the consent of any beneficiary or in equity). The Company Board has approved other person to the execution and delivery of this Agreement or to the consummation by such trust of the transactions contemplated by this Agreement or compliance by such trust with the provisions of this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to Each of Parent and Xxxxxx Sub has the approval and adoption of this Agreement by the Company’s stockholders, the Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company Xxxxxx and Merger Sub and the consummation by the Company Xxxxxx and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary the requisite corporate action on the part of the CompanyParent and Merger Sub, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated thereby. This Agreement has been duly and validly executed and delivered by the Company Xxxxxx and Merger Sub and, assuming the due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid and binding obligation of the Company, Parent and Merger Sub enforceable against the Company each of them in accordance with its terms, subject to the effect of any applicable except as such enforceability may be limited or affected by (i) bankruptcy, insolvency insolvency, reorganization, moratorium, liquidation, arrangement, fraudulent transfer, fraudulent conveyance and other similar laws (including, without limitation, all laws relating court decisions) now or hereafter in effect and affecting the rights and remedies of creditors generally or providing for the relief of debtors, (ii) the refusal of a particular court to fraudulent transfers)grant equitable remedies, reorganizationincluding, moratorium or similar laws affecting creditors’ rights generally without limitation, specific performance and subject to the effect of injunctive relief, and (iii) general principles of equity (regardless of whether considered such remedies are sought in a proceeding in equity or at law or in equitylaw). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-aggregate voting power of the issued and outstanding shares of Company the Class A Common Stock, if the Class B Stock and to the extent required by applicable lawClass C Stock, voting together as a single class (the "Company Stockholder Approval"), and the filing and recordation of appropriate merger documents as required by by, and in accordance with, the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as such enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or and other similar laws affecting creditors’ the rights of creditors generally and subject to the effect of by general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements represents and the Transactions and such approvals are sufficient so warrants that the restrictions on limitations upon business combinations set forth in Section 203(a) 203 of the DGCL shall ("Section 203") are not apply applicable to this Agreement, the Merger or any of and the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionstransactions contemplated by this Agreement.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate company power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and and, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate company action on the part of the CompanyCompany (including the approval by its board of directors, subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VI, and the approval of shareholders by the Written Consent) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect transactions contemplated hereby pursuant to Applicable Law and the Merger, the approval terms and adoption conditions of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes a legal, valid the legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable except as may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ rights generally and subject to the effect of by general principles of equity (regardless of whether considered in a proceeding at law or in equity). The action by Written Consent of the Company Board has approved Shareholders of the Company to approve and adopt this AgreementAgreement and the transactions contemplated hereby is the only consent or approval by, or vote of, the Voting Agreements holders of any class or series of share capital of the Company necessary for the Company to adopt this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionstransactions contemplated hereby.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (transactions contemplated hereby, other than, with respect to the Merger, than the approval and adoption of this Agreement by the holders of not less than a two-thirds majority of the then-outstanding shares of Company Class A Common Stock, if and Stock entitled to vote in accordance with the extent required by applicable law, NHBCA and the filing Company Charter and recordation the Company By-Laws (the “Company Stockholder Approval”). The Company Stockholder Approval is the only vote of appropriate merger documents as required by the DGCL)holders of any class or series of the Company’s capital stock necessary (under the Company Charter and the Company By-Laws, the NHBCA, other applicable law or otherwise) to approve this Agreement and the Merger. The Board of Directors of the Company (the “Company Board”) has adopted this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoAcquirer and Acquisition Subsidiary, as applicable, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar Laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equitylaw). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval Each of Parent, Holdings and adoption of this Agreement by the Company’s stockholders, the Company Acquisition Sub has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the other Transaction Agreements to which it is a party, to perform its obligations hereunder under this Agreement and the other Transaction Agreements to which it is a party and to consummate 52 the Transactions. The execution and delivery of this Agreement by and the Company other Transaction Agreements to which Acquisition Sub is a party and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement adopted by the holders board of a majority directors of Acquisition Sub and by Holdings as the then-outstanding shares sole stockholder of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)Acquisition Sub. This Agreement has and the other Transaction Agreements to which Parent, Holdings or Acquisition Sub, as the case may be, is a party have been duly and validly executed and delivered by each of Parent, Holdings and Acquisition Sub, as the Company andcase may be, and constitute, assuming the due authorization, execution and delivery hereof and thereof by the other parties heretoCompany and any subsidiary of the Company that is a party thereto, constitutes a legalvalid, valid legal and binding obligation agreements of each of Parent, Holdings and Acquisition Sub, as the Companycase may be, enforceable against each of Parent, Holdings and Acquisition Sub, as the Company case may be, in accordance with its their terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting now or hereafter in effect relating to creditors’ rights generally and subject or to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receiving the Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by Company Stockholder Approval, which the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoGigCapital2 and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger Merger, this Agreement, the Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption Each of this Agreement by the Company’s stockholders, the Company and Parent has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby (other than, with respect to (i) the Reorganization Merger, the approval of this Agreement by the Requisite Shareholder Approval (as defined in Section 5.20), as required by the California GCL, and the filing of appropriate merger documents with the Secretary of State of the State of California as required by the California GCL and (ii) the Acquisition Merger, the adoption of this Agreement by the Company, as sole stockholder of Parent, as required by the DGCL, and the filing of appropriate merger documents with the Secretary of State of the State of Delaware as required by the DGCL). The execution execution, delivery and delivery of performance this Agreement by the Company and Parent and the consummation by the Company and Parent of the Transactions transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or Parent are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to (i) the Reorganization Merger, the approval Requisite Shareholder Approval, as required by the California GCL, and the filing of appropriate merger documents with the Secretary of State of the State of California as required by the California GCL and (ii) the Acquisition Merger, the adoption of this Agreement by the holders Company, as sole stockholder of a majority of the then-outstanding shares of Company Class A Common StockParent, if and to the extent as required by applicable lawthe DGCL, and the filing and recordation of appropriate merger documents with the Secretary of State of the State of Delaware as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, Parent and constitutes a legal, valid and binding obligation of the Company, Company and Parent enforceable against the Company and Parent in accordance with its terms, subject to the effect of any applicable except as such enforceability may be limited by (a) bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar other laws affecting creditors’ now or hereafter in effect, relating to or limiting creditor's rights generally generally, and subject to the effect of (b) general principles of equity (regardless of whether considered in a proceeding an action in equity or at law or in equity)law) which provide, among other things, that the remedies of specific performance and injunction and other forms of equitable relief are subject to equitable defenses and to the discretion of the court. The Company Board has approved Parent will, promptly following the execution of this Agreement, the Voting Agreements approve this Agreement and the Transactions and such approvals are sufficient so that Reorganization Merger in its capacity as the restrictions on business combinations set forth in Section 203(a) sole shareholder of Merger Sub. As a result of the DGCL shall not apply foregoing actions, the only approval required to authorize the Reorganization Merger or any on the part of Parent, the Transactions. To Company and Merger Sub is the knowledge Requisite Shareholder Approval in connection with the Reorganization Merger and the adoption of this Agreement by the Company, no other state takeover statute is applicable to as sole stockholder of Parent, in connection with the Merger or the other TransactionsAcquisition Merger.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company The Seller has all necessary full ------------------------------------ corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and the Ancillary Agreements and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement by and the Company Ancillary Agreements and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part board of directors of the Company, Seller and no other corporate proceedings on the part of the Company Seller are necessary to authorize this Agreement Agree- ment or the Ancillary Agreements or to consummate the Transactions (other than, with respect to the Merger, the approval transactions contemplated hereby and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)thereby. This Agreement has and the Ancillary Agreements have been duly and validly executed and delivered by the Company andSeller, and assuming that this Agreement and the due authorization, execution and delivery by the other parties hereto, constitutes a legal, Ancillary Agreements constitute valid and binding obligation agreements of the CompanyBuyer, subject to the receipt of the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals, constitute valid and binding agreements of the Seller, enforceable against the Company Seller in accordance with its their terms, subject to the effect of any except that such enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganizationinsolvency, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally and subject to the effect of or general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval Each of NRG and adoption of this Agreement by the Company’s stockholders, the Company Dynegy has all necessary ------------------------------------ full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and the Ancillary Agreements and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement by and the Company Ancillary Agreements and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part board of directors of the Company, Buyer and no other corporate proceedings on the part of the Company NRG and Dynegy are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the Transactions (other than, with respect to the Merger, the approval transactions contemplated hereby and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)thereby. This Agreement has and the Ancillary Agreements have been duly and validly executed and delivered by NRG and Dynegy, and assuming that this Agreement and the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, Ancillary Agreements constitute valid and binding obligation agreements of the Company, enforceable against the Company in accordance with its termsSeller, subject to the effect receipt of any the Buyer Required Regulatory Approvals and the Seller Required Regulatory Approvals, constitutes a valid and binding agreement of NRG and Dynegy, enforceable against NRG and Dynegy in accordance with their terms, except that such enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganizationinsolvency, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally and subject to the effect of or general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Option Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of all votes entitled to be cast by the then-outstanding shares of Company Class A Common Stock, if and to Stock (the extent required by applicable law, "Company Shareholder Approval") and the filing and recordation of appropriate merger documents as required by the DGCLBCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoParent and Purchaser, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms. The Board of Directors of the Company by resolutions duly adopted by unanimous vote of the directors present at a meeting duly called and held on January 31, subject 1999 and not subsequently rescinded or modified in any way has duly (A) approved and adopted this Agreement and the transactions contemplated hereby (including but not limited to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfersOffer and the Merger), reorganization, moratorium or similar laws affecting creditors’ rights generally (B) determined that this Agreement and subject the transactions contemplated hereby (including but not limited to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements Offer and the Transactions Merger) are fair to and such approvals are sufficient so in the best interests of the Company and its shareholders, (C) resolved to recommend that the restrictions shareholders of the Company accept the Offer, tender their shares of Company Common Stock to Purchaser thereunder and approve this Agreement and the transactions contemplated hereby and (D) taken all other action necessary to render (i) the limitation on business combinations set forth contained in Section 203(a) Chapter 42 and Chapter 43 of the DGCL shall not apply to the Merger BCL (or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.similar provision) and

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary requisite ------------------------------------ corporate power and authority to execute enter into this Agreement and any agreement or document contemplated hereby and, upon the requisite approval of its shareholders, the Company will have all requisite corporate power and authority to consummate the transactions contemplated hereby; and the Company has the requisite power and authority to sell, transfer, convey, assign and deliver to Buyer all right, title and interest to all of the Purchased Assets under this Agreement, to perform its free and clear of all liens, claims, encumbrances, charges, liabilities or obligations of every kind and nature whatsoever including, without limitation, tax liens, except those assumed by Buyer hereunder and to consummate the Transactions(collectively "Liens"). The execution and delivery of this Agreement by the Company Agreement, and any agreement or document contemplated hereby, and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement all agreements or to consummate the Transactions (other thandocuments contemplated hereby, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has have been duly and validly executed and delivered by the Company andand the obligations imposed on the Company by this Agreement, assuming or by any agreement or document contemplated hereby, constitute the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation obligations and agreements of the Company, Company enforceable against the Company in accordance with its terms, terms except: (i) that such enforcement may be subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally now or hereafter in effect relating to creditor's rights; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) discretion of the DGCL shall not apply to the Merger or court before which any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsproceeding therefor may be brought.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The Company's board of directors and its shareholders have approved this Agreement. The execution and delivery by the Company of this Agreement by and the Ancillary Agreements to which the Company is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate action on (including action by the part board of directors and the shareholders of the Company), and no other corporate proceedings on the part of the Company are necessary action is required to authorize this Agreement or to consummate the Transactions (other thanexecution, with respect to the Merger, the approval delivery and adoption performance of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation by the holders of a majority Company of the then-outstanding shares of Company Class A Common Stock, if transactions contemplated hereby and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)thereby. This Agreement has and the Ancillary Agreements to which the Company is a party have been or will be, as applicable, duly and validly executed and delivered by the Company andand each constitutes or will constitute, assuming the due authorizationas applicable, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its respective terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws or other similar Laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of by general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreementconvened a Company Meeting in accordance with and in compliance with all applicable laws, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) constating documents of the DGCL shall not apply to Company and all agreements between the Merger or any of the Transactions. To the knowledge shareholders of the Company, no other state takeover statute and the Special Resolution has been approved in accordance with Section 5.1(c). The notice for the Company Meeting was prepared and delivered in compliance with the BCA, the Company's constating documents and all agreements between the shareholders of the Company and included (i) a summary of this Agreement; and (ii) a statement that a Dissenting Shareholder is applicable entitled to be paid the Merger or fair value of the other TransactionsCompany Shares in accordance with Section 185 of the BCA.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (the "Transactions"). The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-then outstanding shares of Company Class A Common Stock, Shares if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCLDelaware Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Purchaser, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to the effect of any applicable except as enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other laws affecting creditors' rights generally (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers) and as may be limited by the exercise of judicial discretion and the application of principles of equity including, without limitation, requirements of good faith, fair dealing, conscionability and materiality (regardless of whether considered in a proceeding in equity or at law or in equitylaw). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient taken all appropriate actions so that the restrictions on business combinations set forth contained in Section 203(a) 203 of Delaware Law will not apply with respect to or as a result of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger Transactions or the other TransactionsStock Purchase Agreement or the transactions contemplated thereby.

Authority Relative to this Agreement. Subject to Each of the approval Seller and adoption of this Agreement by the Company’s stockholders, the Company has all necessary corporate power and authority to execute and deliver this Agreement, the Trademark License Agreement, the Transition Services Agreement, and the Escrow Agreement (collectively, the "Transaction Documents"), to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the other Transaction Documents by the Seller and the Company and the consummation by the Seller and the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Seller or the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby and thereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority two-thirds of the then-outstanding shares of Company Class A the Seller's Common Stock, if and to Stock (the extent required by applicable law"Shareholder Approval"), and the any filing and or recordation of appropriate merger documents as required by the DGCLNew York Business Corporation Law). The only vote of the holders of any class or series of capital stock of the Seller or the Company necessary to approve this Agreement and the transactions contemplated hereby is the Shareholder Approval. This Agreement has and the other Transaction Documents have been or will be duly and validly executed and delivered by each of the Seller and the Company and, assuming the due authorization, execution and delivery by the other parties hereto, each such agreement constitutes a legal, valid and binding obligation obligations of the Companysuch party, enforceable against the Company such party in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (includingmoratorium, without limitationinsolvency, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or other similar laws law affecting the enforceability of creditors’ ' rights generally and subject to the effect of general principles of equity which may limit the availability of remedies (regardless of whether considered in a proceeding at law or in equity) (the "Bankruptcy Exception"). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate requisite power and authority (including corporate authority and power) to execute and deliver this Agreement, Agreement and the other Transaction Documents to perform its obligations hereunder which it is a party and to consummate the Transactionstransactions provided for herein. The execution and delivery of this Agreement by and the Company other Transaction Documents to which it is a party and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the other Transaction Documents to which it is a party or to consummate the Transactions (other than, with respect to transactions contemplated hereby except for the Merger, the consent and approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares stockholders of the Company Class A Common Stockas set forth in SECTION 5.13. Subject to obtaining such stockholder consent and approval, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This this Agreement has been duly and validly executed and delivered by the Company Company, and, assuming the due authorizationthis Agreement has been duly authorized, execution executed and delivery delivered by the other parties heretoPurchaser, this Agreement constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that (a) such enforcement may be subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium (whether general or specific) or other similar laws affecting Laws now or hereafter in effect relating to creditors’ ' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) discretion of the DGCL shall not apply to the Merger or court before which any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsproceeding therefor may be brought.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholdersXxxxxxxx and, the Company has as applicable, Holdings, have all necessary corporate power and authority to execute and deliver this Agreement and the other agreements, instruments and documents entered into on or after the date hereof in connection with this Agreement to which it is a Party (including the Patent Assignment Agreement and the Transition Services Agreement, collectively, the “Ancillary Agreements”), to perform its their respective obligations hereunder under this Agreement and the Ancillary Agreements and to consummate the Transactionstransactions contemplated by this Agreement and the Ancillary Agreements. The execution and delivery of this Agreement and the Ancillary Agreements by the Company Xxxxxxxx and Holdings, as applicable, and the consummation by the Company Xxxxxxxx and Holdings of the Transactions transactions contemplated by this Agreement and the Ancillary Agreements have been duly and validly authorized by all necessary corporate action on the part of the CompanyXxxxxxxx and Holdings, and no other corporate proceedings on the part of the Company are Xxxxxxxx or Holdings is necessary to authorize this Agreement or the Ancillary Agreements or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of transactions contemplated by this Agreement by or the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)Ancillary Agreements. This Agreement has and the Ancillary Agreements have been (or when executed will have been) duly and validly executed and delivered by the Company Xxxxxxxx and Holdings, as applicable, and, assuming the due authorization, execution and delivery by the other parties heretoPurchaser, constitutes a constitute (or will, when executed, constitute) legal, valid and binding obligation obligations of the CompanyXxxxxxxx and Holdings, as applicable, enforceable against the Company Xxxxxxxx and Holdings, as applicable, in accordance with its their terms, subject to the effect of any applicable bankruptcy, insolvency (includingreorganization, without limitation, all laws relating to fraudulent transfers), reorganizationinsolvency, moratorium or similar laws affecting creditors’ rights generally and subject subject, as to enforceability, to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to Each of CSC and the approval and adoption of this Agreement by Seller has the Company’s stockholders, the Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and the Ancillary Agreements and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement by and the Company Ancillary Agreements and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part respective Boards of Directors of CSC and the Company, Seller and no other corporate proceedings on the part of CSC or the Company are Seller is necessary to authorize this Agreement or the Ancillary Agreements or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby or thereby. This Agreement has and the Ancillary Agreements have been or will be duly and validly executed and delivered by CSC and the Company Seller and, assuming the due and valid authorization, execution and delivery thereof by the other parties heretoParent and Acquisition, constitutes a legalvalid, valid legal and binding obligation agreement of CSC and the CompanySeller, enforceable against CSC and the Company Seller in accordance with its terms, subject to the effect of any except (i) as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) discretion of the DGCL shall not apply to the Merger or court before which any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsproceeding therefor may be brought.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company Buyer has all necessary full corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by the Company Buyer and the its consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized approved by all necessary corporate action on the part its Board of the CompanyDirectors and by its stockholders, and no other corporate proceedings on the part of the Company Buyer or its stockholders are necessary to authorize this Agreement or to consummate the Transactions (other thanexecution, with respect to the Merger, the approval delivery and adoption performance of this Agreement by Buyer and the holders of a majority consummation by Buyer of the then-outstanding transactions contemplated hereby. Notwithstanding the foregoing, further action may be necessary to authorize the issuance of shares of Company Class A Common Stock, if Buyer Preferred Stock pursuant to the Preferred Stock Commitment Letters (as defined in SECTION 4.07(a)) and to authorize the extent required by applicable law, definitive agreements and documents relating to the Buyer Preferred Stock and the filing definitive agreements relating to the Buyer Debt Financing Agreements and recordation of appropriate merger documents as required by the DGCL)transactions contemplated thereby and any such necessary action shall be taken prior to the Closing. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution Buyer and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, Buyer enforceable against the Company Buyer in accordance with its terms, subject to the effect of any applicable except as enforceability may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action on the part of the Company, Board and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and Shares to the extent required by the Company's certificate of incorporation and by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the other parties heretoPurchaser, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to the effect of any applicable except that such enforceability (i) may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganizationinsolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ ' rights generally and (ii) is subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Board of Directors of the Company has, by a unanimous vote at a meeting of such Board has duly held on October 15, 1997, approved and adopted this Agreement, the Voting Offer, the Merger, the Stockholder Agreements and the Transactions other transactions contemplated hereby and such approvals are sufficient so thereby, determined that the restrictions on business combinations set forth in Section 203(a) Securities Offer Price to be received by the holders of Securities pursuant to the Offer and the Merger is fair to the holders of the DGCL shall not apply Securities and recommended that the holders of Securities approve and adopt this Agreement, the Merger and the other transactions contemplated hereby and tender -19- 20 their Securities pursuant to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsOffer.