Common use of Authority Clause in Contracts

Authority. (a) The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Mergers and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been duly 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 approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement and the Ancillary Agreements to which it is a party and, deliver and subject to the receipt of the Company Stockholder Approval, to perform its obligations under this Agreement hereunder and to thereunder and consummate the Mergers and the other transactions contemplated herebyTransactions. The execution, delivery and performance of this Agreement, the Real Estate Purchase Agreement and the Disaffiliation Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby Transactions have been duly authorized 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 approve this Agreement and the Ancillary Agreements to which it is a party or to consummate the Mergers and Transactions, other than the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities receipt of the Company generally entitled to vote at a meeting Stockholder Approval and the filing of the Company’s stockholders (including Certificate of Merger with the Convertible Notes) (Delaware Secretary of State as required by the “Company Stockholder Approval”)DGCL. This Agreement, the Real Estate Purchase Agreement has and the Disaffiliation Agreement have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent PartiesAcquirors and Merger Sub, constitutes as applicable, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (b) The . As of the date hereof, the Company Board, at a meeting duly called and held at which all of the directors of the Company were present, duly has unanimously approved and unanimously adopted resolutions (i) determining that the terms of declared advisable this Agreement, the Mergers and Real Estate Purchase Agreement, the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Disaffiliation Agreement and the transactions contemplated herebyTransactions and, including the Mergerssubject to Section 6.4, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving has resolved to recommend that the Company’s stockholders vote in favor of approve this Agreement, the adoption of this Real Estate Purchase Agreement, the Disaffiliation Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) Transactions. The Company Stockholder Approval is the only vote or consent of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by Company necessary to approve this Agreement. No vote of , the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby Ancillary Agreements to be consummated by which the Company is a party, the Merger, the Real Estate Purchase and the other than the MergersTransactions.

Authority. (a) The Company Foamix has all necessary corporate power and authority to executeexecute and deliver this Agreement and the other Transaction Agreements to which it is a party, deliver and to perform its obligations under hereunder and thereunder and, subject to obtaining Foamix Shareholder Approval (as defined below) in connection with this Agreement and the Merger, to consummate the Mergers Merger and the other transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Foamix of this Agreement by and the Company other Transaction Agreements to which it is a party and the consummation by the Company Foamix of the Mergers Merger and the other transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company Foamix and no other corporate proceedings on the part of the Company Foamix are necessary to approve authorize this Agreement and the other Transaction Agreements to which it is a party or to consummate the Mergers and Merger or the other transactions contemplated herebyhereby and thereby (other than obtaining Foamix Shareholder Approval, subject, in filing appropriate merger documents and obtaining a Certificate of Merger from the case Israeli Registrar of Companies as required by the consummation of the Mergers, to the adoption Companies Law). Each of this Agreement by and the holders of at least sixty percent of other Transaction Agreements to which it is a party has been, or prior to the total voting power of all outstanding securities of the Company generally entitled Effective Time with respect to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been Agreements not yet entered into, will be, duly executed and delivered by the Company Foamix and, assuming the due authorization, execution and delivery by the Parent Partiesother parties hereto and thereto, constitutes constitutes, or prior to the Effective Time will constitute, a legal, valid and binding obligation of the Company, Foamix enforceable against the Company Foamix in accordance with its terms (except subject, as to the extent that enforceability may be limited by applicable enforcement of remedies, to bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar Laws laws affecting the enforcement rights and remedies of creditors’ rights creditors generally or by and to the effect of general principles of equity). (b) The Company Foamix Board, at a meeting duly called and held at which all directors of the Company were presentheld, duly and unanimously adopted resolutions (i) determining that the terms of approving this Agreement, the Mergers Merger, the Contingent Stock Rights Agreement and the other transactions contemplated hereby by this Agreement, (ii) determining that this Agreement is advisable and that the terms of the Merger, the Contingent Stock Rights Agreement and the other transactions contemplated by this Agreement are fair to and in the best interests of the Company Foamix and its stockholders, (iiiii) approving determining that considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of Foamix to its creditors, and declaring advisable (iv) recommending that Foamix’s shareholders adopt this Agreement, the Merger and the other transactions contemplated by this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2Contingent Stock Rights Agreement. (c) The Company Stockholder Approval Barclays Bank PLC (“Foamix Financial Advisor”) has delivered to the Foamix Board its opinion to the effect that, as of the date of such opinion and based on the assumptions, qualifications and limitations contained therein, the Merger Consideration to be offered to Foamix’s shareholders is the only vote fair, from a financial point of view, to the holders of any class or series Foamix Shares. Foamix will make available to Menlo a correct and complete copy of the Company’s capital stock or other securities required in connection with the consummation form of the transactions contemplated such opinion solely for informational purposes after receipt thereof by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the MergersFoamix.

Authority. (a) The Company Except for such authorizations required by the Bankruptcy Court, the Seller has all necessary corporate power and authority to executeexecute and deliver, deliver and to cause the Seller Parties to execute and deliver, as applicable, this Agreement, the Related Agreements and each certificate and other instrument required hereby to be executed and delivered by the Seller or the other Seller Parties and to perform its obligations under this Agreement hereunder and thereunder and to consummate the Mergers and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers Acquisition and the other transactions contemplated hereby and thereby. Except for such authorizations required by the Bankruptcy Court, the execution, delivery and performance by the Seller, the other Seller Parties, as applicable, of this Agreement, the Related Agreements and each certificate and other instrument required to be executed and delivered pursuant hereto, and the consummation by the Seller Parties of the Acquisition and the other transactions contemplated hereby and thereby, as applicable, have been duly and validly authorized by all necessary corporate action on the part of the Company and no other such Seller Parties. No corporate proceedings on the part of the Company Seller are necessary to approve authorize this Agreement Agreement, the Related Agreements or any other certificate or instrument required to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been duly be executed and delivered by the Company Seller or the other Seller Parties, as applicable, pursuant hereto or to consummate the Acquisition or any other transactions contemplated hereby or thereby. Except for such authorizations required by the Bankruptcy Court, this Agreement, the Related Agreements and each certificate and other instrument required to be executed and delivered by the Seller pursuant hereto, as applicable, has been duly and validly executed and delivered by Seller, as applicable, and, assuming the due authorization, execution and delivery by the Parent PartiesBuyer, as applicable, constitutes a legal, valid and binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with its terms terms, subject to (except a) Laws of general application relating to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization insolvency and the relief of debtors or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). generally; and (b) The Company Boardrules of law governing specific performance, at a meeting duly called injunctive relief and held at which all directors of the Company were present, duly and unanimously adopted resolutions other equitable remedies (i) determining that the terms of this Agreementcollectively, the Mergers “Bankruptcy and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2Equity Exceptions”). (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company Each of FCB and the Group Companies has all necessary corporate the requisite corporate, sport association, limited liability company or other similar power and authority to executeexecute and deliver this Agreement and each of the Ancillary Document to which FCB or the applicable Group Company is party or will be a party, deliver and to perform its obligations under this Agreement hereunder and thereunder, and to consummate the Mergers and the other transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance of this Agreement by Agreement, the Ancillary Documents to which FCB or the applicable Group Company is or will be a party and the consummation by the Company of the Mergers and the other transactions contemplated hereby and thereby have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by all necessary corporate (or other similar) action on the part of FCB or the applicable Group Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”as applicable). This Agreement and each Ancillary Document to which FCB or the applicable Group Company is or will be a party has been or will be upon execution thereof, as applicable, duly and validly executed and delivered by FCB or the applicable Group Company (as applicable) and constitutes or will constitute, upon execution and delivery thereof, as applicable, (assuming that this Agreement and the Ancillary Documents to which FCB or the applicable Group Company (as applicable) is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the Company andother Persons party hereto or thereto, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid and binding obligation of the Companyas applicable), enforceable against FCB or the applicable Group Company (as the case may be) in accordance with its their terms (except subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar other Laws affecting generally the enforcement of creditors’ rights generally or by and subject to general principles of equity). . The board of directors of FCB (bthe “FCB Board”) The Company Board, by resolutions duly adopted at a meeting duly called and held at which all directors of the Company were present, duly and in accordance with its Governing Documents unanimously adopted resolutions (i) determining determined that the terms of this Agreement, the Mergers Ancillary Documents and the other transactions contemplated hereby Transactions are advisable, fair to to, and in the best interests of the Company of, FCB and its stockholdersmembers, (ii) approving approved this Agreement, the Ancillary Documents and declaring advisable the Transactions in accordance with applicable law, (iii) directed that this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement FCB Transaction Proposals be submitted to the stockholders of the Company FCB General Assembly for approval and adoption and (iv) resolving resolved to recommend that the Company’s stockholders vote in favor of the adoption of FCB General Assembly approve and adopt this Agreement and the transactions contemplated hereby, including FCB Transaction Proposals. None of the Mergers, which resolutions have not been subsequently rescinded, modified members of the FCB General Assembly hold or withdrawn in control the voting power with respect to any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series FCB General Assembly that represents more than 5% of the Company’s capital stock or other securities required in connection with the consummation total voting power of the transactions contemplated by this AgreementFCB General Assembly. No vote approvals of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated Transactions by the Company FCB Board, the FCB General Assembly or FCB members or of FCB or its Affiliates are required except for the approval described in the preceding sentence and the Required FCB General Assembly Approval. No other than corporate proceedings are necessary to authorize this Agreement or to consummate the MergersTransactions.

Authority. (a) The Company has all necessary corporate power and corporate authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and to consummate the Mergers and the other transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby hereby, including the Merger, have been duly authorized by all necessary corporate action on the part of the Company action, and no other corporate proceedings on the part of the Company and no votes or written consents are necessary to approve authorize this Agreement or to consummate the Mergers transactions contemplated hereby other than the Company Stockholder Approval and the other transactions contemplated hereby, subject, in the case filing of the consummation Certificate of Merger with the Secretary of the Mergers, to the adoption State of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)Delaware. This Agreement has been duly and validly executed and delivered by the Company and, assuming the subject to due authorization, execution and delivery by the Parent Partiesand Merger Sub, constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except that (except to the extent that enforceability i) such enforcement may be limited by subject to applicable bankruptcy, insolvencyinsolvency or other similar Laws, moratoriumnow or hereafter in effect, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles and (ii) the remedy of equity)specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (b) The Company Board, at At a meeting duly called and held at which all directors of prior to the Company were present, duly execution and unanimously adopted resolutions (i) determining that the terms delivery of this Agreement, the Mergers Company Board adopted resolutions by which the Company Board unanimously (i) approved this Agreement and declared this Agreement and the other transactions contemplated hereby are fair hereby, including the Merger to be fair, advisable and in the best interests of the Company and its stockholdersstockholders in accordance with the requirements of the DGCL, (ii) approving subject to the terms and declaring advisable conditions of this Agreement and the transactions contemplated herebyAgreement, including the Mergers, (iii) directing directed that this Agreement be submitted to the stockholders for consideration at a meeting of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders and (iii) subject to the terms and conditions of this Agreement, recommended that the holders of the Company Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement and the transactions contemplated herebyAgreement, including the Mergersand, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series date hereof, none of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated aforesaid actions by the Company other than the MergersBoard has been amended, rescinded or modified.

Authority. (a) The Company has all necessary requisite corporate power and authority to executeenter into this Agreement, deliver and to perform its obligations under this Agreement hereunder and to consummate the Mergers and the other transactions contemplated hereby. The executionPrior to the execution and delivery of the Second Step Plan of Merger, delivery and performance of this Agreement by the Company will have all requisite corporate power and authority to enter into the Second Step Plan of Merger, to perform its obligations thereunder and to consummate the transactions contemplated thereby. This Agreement and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been been, and prior to its execution and delivery the Second Step Plan of Merger and the consummation of the transactions contemplated thereby will have been, approved by the Board of Directors of the Company and have been, in the case of this Agreement, and will have been, in the case of the Second Step Plan of Merger, duly authorized by all other necessary corporate action on the part of the Company and no other corporate proceedings on Company, including the part requisite approval of the shareholders of the Company are necessary to approve this Agreement or to consummate required under applicable law, the Mergers Certificate of Incorporation and the other transactions contemplated herebyBylaws of the Company. This Agreement has been, subjectand prior to its execution the Second Step Plan of Merger will be, duly executed and delivered by a duly authorized officer of the Company and constitutes, and in the case of the consummation Second Step Plan of the MergersMerger will constitute, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company andlegal, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms (terms, except to the extent that enforceability insofar as enforcement thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization insolvency or similar Laws other laws relating to or affecting enforcement of creditors' rights generally including such general equitable principles as may apply in the enforcement of creditors’ rights generally or by general principles of equity). (b) ' rights. The Company Board, at a meeting duly called and held at which all directors of has delivered in the Company were present, duly and unanimously adopted resolutions (i) determining that the terms case of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and will deliver in the best interests case of the Second Step Plan of Merger, to VANTAS true and correct copies of resolutions adopted by the Board of Directors of the Company and its stockholdersthe shareholders of the Company, (ii) respectively, approving and declaring advisable this Agreement Agreement, the Second Step Plan of Merger and the transactions contemplated herebyhereby and thereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2applicable. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) ENFORCEABILITY; NONCONTRAVENTION. The Company has all necessary the requisite corporate power and authority to execute, deliver and perform its obligations under enter into this Agreement and and, subject to the approval of its stockholders as set forth in Section 7.1(a) with respect to the consummation of the Merger, to consummate the Mergers Merger and the other transactions contemplated herebyby this Agreement. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been duly 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 approve this Agreement or to consummate the Mergers and the other transactions contemplated herebyCompany, subject, in the case of the consummation of the Mergers, subject to the adoption approval of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s its stockholders (including the Convertible Notes) (the “Company Stockholder Approval”as set forth in Section 7.1(a). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except to that the extent that enforceability hereof may be limited by applicable subject to bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar Laws affecting the enforcement of laws now or hereafter in effect relating to creditors’ ' rights generally or by general principles and that the remedy of equity). (b) The Company Board, at a meeting duly called specific performance and held at which all directors injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Company were present, duly court before which any proceeding therefor may be brought. The execution and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption delivery of this Agreement do not, and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote Agreement and compliance with the provisions hereof will not, (i) violate any of the holders provisions of any class the Restated Articles of Organization or series Restated By-laws of the Company’s capital stock , (ii) except as otherwise set forth in Section 4.1(d) of the Disclosure Schedule and subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, including any licensing board or agency, or any order, writ, judgment, injunction, decree, determination or award currently in effect, or (iii) except for leases requiring Landlord Consents as defined below in Section 6.11 and the existing Revolving Credit and Term Loan Agreement among the Company, certain of its Subsidiaries and The First National Bank of Boston (the "Company Credit Agreement"), violate, conflict with or constitute a breach under any contract, agreement, indenture, mortgage, deed of trust, lease or other securities instrument to which the Company or any of its Subsidiaries is a party or by which any of its assets is bound or subject, which, in the case of clauses (ii) and (iii) above, singly or in the aggregate, would have a Material Adverse Effect or prevent consummation of the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any governmental agency, board or regulatory authority, domestic or foreign (a "Governmental Entity"), which has not been received or made, is required by or with respect to the Company or any Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation of any by the Company of the transactions contemplated hereby to be consummated by hereby, except for (i) compliance with any applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, (ii) state securities or blue sky laws and state takeover, antitrust and compensation law filings and approvals, (iii) compliance with any applicable requirements of The ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the "HSR Act"), (iv) the filing of articles of merger with the Massachusetts Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (v) such other than consents, approvals, authorizations, filings or notices as are set forth in Section 4.1(d) of the MergersDisclosure Schedule. Neither the Company nor any of its Subsidiaries is a party or subject to, or bound by, any contract, agreement, indenture, mortgage, deed of trust, lease or other instrument which prevents or restricts its power and authority or its ability to guarantee obligations of third parties or pay dividends on its capital stock, except for the Company Credit Agreement.

Authority. (a) At a meeting of the Board of Directors of the Company duly called and held on March 12, 2000, the Board of Directors, acting by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are advisable, fair to and in the best interests of the Company's stockholders and that the consideration to be paid for the Company Common Shares and Company Preferred Shares in the Offer and the Merger is fair to the holders of such Shares, (ii) declared advisable and in all respects approved and adopted this Agreement, the Offer, the Merger and the other transactions contemplated hereby, and (iii) resolved to recommend the approval and adoption of this Agreement and the Merger by the stockholders of the Company. The Company has all necessary the requisite corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and, subject to the approval and adoption of this Agreement by the holders of a majority of the voting power of the outstanding Company Common Shares, voting together as a single class (the "COMPANY STOCKHOLDER APPROVAL"), to consummate the Mergers and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers Offer, the Merger and the other transactions contemplated hereby have been duly 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 approve authorize this Agreement or to consummate the Mergers and transactions so contemplated, other than the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming the due authorizationthis Agreement constitutes a valid and binding obligation of Tribune, execution and delivery by the Parent Parties, this Agreement constitutes a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms (except terms, subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general moratorium and other principles of equity). (b) The Company Board, at a meeting duly called has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL and held at which all directors in Article X of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms Charter will not apply with respect to or as a result of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholdersVoting Agreement, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby and thereby, including the Offer and the Merger, without any further action on the part of the stockholders or the Board of Directors of the Company. True and complete copies of all Board resolutions reflecting such actions have been previously provided to be consummated by Tribune. No other state takeover statute is applicable to the Offer or the Merger. The execution and delivery of this Agreement and/or the Voting Agreement does not constitute an unpermitted transfer of any Company Series C Common Shares under Article V of the Company other than Charter. The Board of Directors of the MergersCompany has not elected to effect a conversion of the Company Series C Common Shares pursuant to Article V, Section 2.E.2.b of the Company Charter or Section 5(A)(2)(b) of the Certificate of Designation of the Company Series C Common Shares.

Authority. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and to consummate the Mergers and the other transactions contemplated hereby, including the Offer and the Merger, subject to obtaining the Company Stockholder Approval. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers transactions contemplated hereby, including the Offer and the other transactions contemplated hereby Merger, have been duly authorized by all necessary corporate action on the part of the Company action, and no other corporate proceedings on the part of the Company and no stockholder votes or written consents are necessary to approve authorize this Agreement or to consummate the Mergers transactions contemplated hereby other than the Company Stockholder Approval and the other transactions contemplated hereby, subject, in the case filing of the consummation Certificate of Merger with the Secretary of the Mergers, to the adoption State of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)Delaware. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Partiesand Merger Sub, constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except that (except to the extent that enforceability i) such enforcement may be limited by subject to applicable bankruptcy, insolvencyinsolvency or other similar Laws, moratoriumnow or hereafter in effect, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles and (ii) the remedy of equity)specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company Board, at At a meeting duly called and held at which all directors of prior to the Company were present, duly execution and unanimously adopted resolutions (i) determining that the terms delivery of this Agreement, the Mergers Company Board adopted resolutions by which the Company Board (i) determined that the Offer and the Merger and the other transactions contemplated hereby by this Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approving approved and declaring declared advisable this Agreement Agreement, the Offer, the Merger and the other transactions contemplated hereby, including in accordance with the Mergersrequirements of the DGCL, (iii) directing recommended that the Company’s stockholders vote their Shares in favor of adopting this Agreement be submitted to the stockholders by written consent in lieu of the Company for adoption and a meeting, (iv) resolving resolved to recommend that the Company’s stockholders vote in favor accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and (v) authorized the Top-Up Option, the issuance of the adoption of this Agreement Top-Up Shares and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn form of promissory note deliverable by Merger Sub in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote consideration of the holders of any class or series Top-Up Shares, and, as of the Company’s capital stock or other securities required in connection with the consummation date hereof, none of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated aforesaid actions by the Company other than the MergersBoard has been amended, rescinded or modified.

Authority. (a) The Company has OF THE BUYER'S REPRESENTATIVE Such BUYER'S REPRESENTATIVE shall, at all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Mergers and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company times during working hours of the Mergers and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part construction until delivery of the Company VESSEL, have the right to inspect the VESSEL, her equipment and no other corporate proceedings on all accessories, and work in progress, or materials utilized in connection with the part construction of the Company VESSEL, wherever such work is being done or such materials are necessary to approve this Agreement or to consummate stored, for the Mergers purpose of determining that the VESSEL, her equipment and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid and binding obligation of the Company, enforceable against the Company accessories are being constructed in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this AgreementCONTRACT and/or the SPECIFICATIONS and the PLAN. The BUYER'S REPRESENTATIVE shall, within the limits of the authority conferred upon him by the BUYER, make decisions or give advice to the BUILDER on behalf of the BUYER within reasonable time on all problems arising out of, or in connection with, the Mergers construction of the VESSEL and generally act in a reasonable manner with a view to cooperating to the other transactions contemplated hereby are fair to and utmost with the BUILDER in the best interests construction process of the Company and its stockholdersVESSEL. The decision, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders approval or advice of the Company for adoption BUYER'S REPRESENTATIVE shall be deemed to have been given by the BUYER and (iv) resolving to recommend once given shall not be withdrawn, revoked or modified except with consent of the BUILDER.. Provided that the Company’s stockholders vote in favor BUYER'S REPRESENTATIVE or his assistants shall comply with the foregoing obligations, no act or omission of the adoption of this Agreement and the transactions contemplated herebyBUYER'S REPRESENTATIVE or his assistants shall, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except diminish the liability of the BUILDER under Article IX (WARRANTY OF QUALITY). The BUYER'S REPRESENTATIVE shall notify the BUILDER within reasonable time in writing of his discovery of any construction or materials, which he believes do not or will not conform to the requirements of the CONTRACT and the SPECIFICATIONS or the PLAN and likewise advise and consult with the BUILDER on all matters pertaining to the construction of the VESSEL, as may be permitted required by Section 5.2. (c) The Company Stockholder Approval is the only vote BUILDER, or as he may deem necessary. However, if the BUYER'S REPRESENTATIVE fails to submit to the BUILDER without delay any such demand concerning alterations or changes with respect to the construction, arrangement or outfit of the holders of VESSEL, which the BUYER'S REPRESENTATIVE has examined, inspected or attended at the test thereof under this CONTRACT or the SPECIFICATIONS, the BUYER'S REPRESENTATIVE shall be deemed to have approved the same and shall be precluded from making any class demand for alterations, changes, or series complaints with respect thereto at a later date. The BUILDER shall comply with any such demand which is not contradictory to this CONTRACT and the SPECIFICATIONS or the PLAN, provided that any and all such demands by the BUYER'S REPRESENTATIVE with regard to construction, arrangement and outfit of the Company’s capital stock VESSEL shall be submitted in writing to the authorized representative of the BUILDER. The BUILDER shall notify the BUYER'S REPRESENTATIVE of the names of the persons who are from time to time authorized by the BUILDER for this purpose. It is agreed upon between the BUYER and the BUILDER that the modifications, alterations or changes and other securities required measures necessary to comply with such demand may be effected at a convenient time and place at the BUILDER' s reasonable discretion in connection view of the construction schedule of the VESSEL. In the event that the BUYER'S REPRESENTATIVE shall advise the BUILDER that he has discovered or believes the construction or materials do not or will not conform to the requirements of this CONTRACT and the SPECIFICATIONS or the PLAN, and the BUILDER shall not agree with the consummation views of the transactions contemplated by this Agreement. No vote BUYER'S REPRESENTATIVE in such respect, either the BUYER or the BUILDER may, with the agreement of the holders of any class or series other party, seek an opinion of the Company’s capital stock CLASSIFICATION SOCIETY or other securities is required failing such agreement, request an arbitration in connection accordance with the consummation provisions of any Article XIII hereof. The CLASSIFICATION SOCIETY or the arbitration tribunal, as the case may be, shall determine whether or not a nonconformity with the provisions of this CONTRACT, the SPECIFICATIONS and the PLAN exists. If the CLASSIFICATION SOCIETY or the arbitration tribunal, as the case may be, enters a determination in favour of the transactions contemplated hereby BUYER, then in such case the BUILDER shall make the necessary alterations or changes, or if such alterations or changes can not be made in time to meet the construction schedule for the VESSEL, the BUILDER shall make fair and reasonable adjustment of the CONTRACT PRICE in lieu of such alterations and changes. If the CLASSIFICATION SOCIETY or the arbitration tribunal, as the case may be, enters a determination in favour of the BUILDER, then the time for delivery of the VESSEL shall be consummated extended for the period of delay in construction, if any, occasioned by such proceedings, and the BUYER shall compensate the BUILDER for the proven loss and damages incurred by the Company other than BUILDER as a result of the Mergersdispute herein referred to.

Authority. (a) The Company Mountain has all necessary corporate the requisite exempted company power and authority to executeexecute and deliver this Agreement, deliver and each of the Ancillary Documents to which Mountain is or will be a party, to perform its obligations under this Agreement hereunder and thereunder and to consummate the Mergers and the other transactions contemplated herebyhereby and thereby. The executionSubject to the receipt of the Mountain Shareholder Approval, the execution and delivery and performance of this Agreement by Agreement, the Company Ancillary Documents to which Mountain is or will be a party and the consummation by the Company of the Mergers and the other transactions contemplated hereby and thereby have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by all necessary corporate exempted company action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)Mountain. This Agreement and each Ancillary Document to which Mountain is or will be a party has been or will be upon execution thereof, duly and validly executed and delivered by Mountain and constitutes or will constitute, upon execution thereof, as applicable, a valid, legal and binding agreement of Mountain (assuming this Agreement has been and the Ancillary Documents to which Mountain is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the Company andother Persons party hereto or thereto, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid and binding obligation of the Companyas applicable), enforceable against the Company Mountain in accordance with its their terms (except subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar other Laws affecting generally the enforcement of creditors’ rights generally or by and subject to general principles of equity). (b) . The Company Board, Mountain Board by resolutions duly adopted at a meeting duly called and held at which all directors of the Company were present, duly and in accordance with its Governing Documents unanimously adopted resolutions (i) determining determined that the terms of this Agreement, the Mergers Ancillary Documents and the other transactions contemplated hereby Transactions are advisable, fair to to, and in the best interests of, Mountain and the holders of the Company and its stockholdersMountain Shares, (ii) approving approved this Agreement, the Ancillary Documents and declaring advisable the Transactions in accordance with applicable law, (iii) directed that this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement Transaction Proposals be submitted to the stockholders of the Company Mountain Shareholders Meeting for approval and adoption and (iv) resolving resolved to recommend that the Company’s stockholders vote in favor holders of the adoption of Mountain Shares approve and adopt this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2Transaction Proposals. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) Section 3.4.1 The Company Company, through the Receiver, by virtue of the Order, has all necessary corporate power and authority to executeexecute and deliver this Agreement and each Ancillary Agreement, deliver and to perform its obligations under this Agreement hereunder and thereunder and to consummate the Mergers and the other transactions contemplated herebyby this Agreement and each Ancillary Agreement to be consummated by the Company. The execution, execution and delivery and performance of this Agreement and each Ancillary Agreement by the Company and the consummation by the Company of the Mergers 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 and no stockholder votes are necessary to approve authorize this Agreement or any Ancillary Agreement or to consummate the Mergers and the other transactions contemplated herebyhereby or thereby other than, subject, in the case of the consummation of the Mergers, with respect to the adoption of Merger, as provided in Section 3.20. The Receiver has approved this Agreement by and each Ancillary Agreement, declared advisable the holders of at least sixty percent of transactions contemplated hereby and thereby and has recommended this Agreement and each Ancillary Agreement to the total voting power of all outstanding securities stockholders of the Company generally entitled and has directed that this Agreement and each Ancillary Agreement and the transactions contemplated hereby and thereby be submitted to vote the Company’s stockholders for approval at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)such stockholders. This Agreement has and each Ancillary Agreement have been duly authorized and validly executed and delivered by the Company andand constitute a legal, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity)their respective terms. (b) Section 3.4.2 The Company BoardReceiver, at a meeting duly called and held at which having been granted the power to do so by the Court, has taken all directors appropriate actions so that the restrictions on business combinations contained in Sections 78.411 through 78.444, inclusive, of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms NRS will not apply with respect to or as a result of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement or any Ancillary Agreement and the transactions contemplated herebyhereby and thereby, including the MergersMerger, (iii) directing that this Agreement be submitted to without any further action on the part of the stockholders or the Receiver. True and complete copies of all documentation of the Receiver reflecting such actions have been included in Section 3.4 of the Company for adoption and (iv) resolving Disclosure Schedule. No other state takeover statute or similar statute or regulation is applicable to recommend that or purports to be applicable to the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified Merger or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions transaction contemplated by this Agreement or any Ancillary Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Each of the Company and SpinCo has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Mergers and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by each of the Company and SpinCo and the consummation by the Company and SpinCo of the Mergers and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and SpinCo and no other corporate proceedings on the part of the Company or SpinCo are necessary to approve this Agreement or to consummate the Mergers Merger, the Spin-Off and the other transactions contemplated hereby, subjectother than, in the case of the consummation of the MergersMerger, to the adoption approval of this Agreement by the holders of at least sixty percent a majority of the total voting power outstanding shares of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) Common Stock (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by each of the Company and SpinCo and, assuming the due authorization, execution and delivery by the Parent Partiesand Merger Sub, constitutes a valid and binding obligation of the CompanyCompany and SpinCo, enforceable against the Company and SpinCo in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions resolutions, in each case in accordance with the DGCL, (i) determining that the terms of this Agreement, the Mergers Merger, the Spin-Off and the other transactions contemplated hereby are fair to and in the best interests of the Company and its Company’s stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the MergersMerger and the Spin-Off, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption adoption, and (iv) resolving to recommend recommending that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the MergersMerger and the Spin-Off, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No Merger, and no vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of the Spin-Off or any of the other transactions contemplated hereby hereby. (d) No holder of Company Common Stock is entitled to be consummated by any rights of appraisal or dissent in connection with the Company Merger and the other than transactions contemplated hereby, whether under Section 262 of the MergersDGCL or otherwise.

Authority. Each of Maiden and Maiden Insurance have the requisite corporate (aor other organizational) The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement enter into the Transaction Agreements to which it is a party and to consummate the Mergers and the other respective transactions contemplated herebythereby. The execution, execution and delivery by Maiden and performance Maiden Insurance of this Agreement by the Company respective Transaction Agreements to which they are a party and the consummation by the Company Maiden and Maiden Insurance of the Mergers and the other respective transactions contemplated hereby thereby have been and, with respect to the Transaction Agreements to which it is a party to be executed and delivered at Closing, will be duly authorized by all necessary corporate or other organizational action on the part of the Company Maiden and no other corporate proceedings on the part Maiden Insurance. The shareholders of Maiden are not required to approve any of the Company are necessary to approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in by the case Transaction Agreements under Applicable Law or the rules of any stock exchange on which common shares of Maiden are listed for trading. Each of the consummation of the MergersTransaction Agreements have been or, with respect to the adoption of this Agreement by Transaction Agreements to be executed and delivered at the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been Closing, will be duly executed and delivered by the Company Maiden and Maiden Insurance as applicable and, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a Transaction Agreements constitute valid and binding obligation agreements of the Companyother parties thereto (other than Maiden and Maiden Insurance), constitute valid and binding obligations of Maiden and Maiden Insurance, enforceable against the Company Maiden and Maiden Insurance in accordance with its terms their terms, except that (except to the extent that enforceability a) such enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium, reorganization or other similar Laws laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally or by general principles of equity). and (b) The Company Board, at a meeting duly called the remedy of specific performance and held at which all directors injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Company were present, duly court before which any proceeding therefor may be brought (clauses (a) and unanimously adopted resolutions (ib) determining that the terms of this Agreementshall be referred to as, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2“Enforceability Exceptions”). (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and to consummate the Mergers and the other transactions contemplated hereby, including the Offer and the Merger, subject, in the case of the consummation of the Merger and if required by Law, to obtaining the Company Stockholder Approval. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers transactions contemplated hereby, including the Offer and the other transactions contemplated hereby Merger, have been duly authorized by all necessary corporate action on the part of the Company action, and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to approve authorize this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subjecthereby other than, in the case of the consummation of the MergersMerger and if required by Law, to the adoption of this Agreement by Company Stockholder Approval and the holders of at least sixty percent filing of the total voting power Certificate of all outstanding securities Merger with the Secretary of the Company generally entitled to vote at a meeting State of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)Delaware. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and the Parent PartiesPurchaser, constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except that (except to the extent that enforceability i) such enforcement may be limited by subject to applicable bankruptcy, insolvencyinsolvency or other similar Laws, moratoriumnow or hereafter in effect, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles and (ii) the remedy of equity)specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers Offer, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its Company’s stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the MergersOffer and the Merger, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and approval (unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 1.7) and (iv) resolving to recommend that the Company’s stockholders accept the Offer, tender their shares pursuant to the Offer and vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby, including the MergersOffer and the Merger (if required by applicable Law), which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary corporate power Borrower By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Executive Director BANCO BILBAO VIZCAYA ARGENTARIA PUERTO RICO, as Lender By: Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Senior Vice President By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Executive Vice President SCOTIABANK DE PUERTO RICO, as Lender and authority to execute, deliver Administrative Agent By: Name: Diego Masola Title: Senior Vice President EXHIBIT A ASSIGNMENT AND ASSUMPTION This Assignment and perform its obligations under this Agreement and to consummate the Mergers and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been duly 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 approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) Assumption (the “Company Stockholder ApprovalAssignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). This Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement has been duly executed and delivered identified below (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Company andAssignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration of the Purchase Price specified below, assuming the due authorization, execution and delivery paid by the Parent PartiesAssignee to the Assignor, constitutes a valid the Assignor hereby irrevocably sells and binding obligation of assigns to the CompanyAssignee, enforceable against and the Company Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its terms (except capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting related to the enforcement amount and percentage interest identified below of creditors’ all of such outstanding rights generally or by general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors of obligations under the Company were present, duly respective facilities identified below and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Company for adoption and Assignor (ivin its capacity as a Lender) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated herebyagainst any Person, including the Mergerswhether known or unknown, which resolutions have not been subsequently rescinded, modified arising under or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions contemplated by this Agreement. No vote of the holders of governed thereby or in any class way based on or series of the Company’s capital stock or other securities is required in connection with the consummation of related to any of the transactions contemplated hereby foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to be consummated the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Company other than the MergersAssignor.

Authority. (ai) The Company has all necessary the requisite corporate power and corporate authority to execute, deliver enter into and perform its obligations under this Agreement, the Registration Rights Agreement and the Escrow Agreement and to consummate issue the Mergers Convertible Debenture, the Warrants and the other transactions contemplated hereby. The Investor Shares pursuant to their respective terms, (ii) the execution, issuance and delivery and performance of this Agreement Agreement, the Registration Rights Agreement, the Escrow Agreement, the Convertible Debenture and the Warrants by the Company and the consummation by the Company it of the Mergers and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part and no further consent or authorization of the Company or its Board of Directors or stockholders is required, and no other corporate proceedings on (iii) this Agreement, the part of Registration Rights Agreement, the Company are necessary to approve this Agreement or to consummate Escrow Agreement, the Mergers Convertible Debenture and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has Warrants have been duly executed and delivered by the Company and, assuming and at the due authorization, execution and delivery by the Parent Parties, constitutes a Closing shall constitute valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its terms (their terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws laws relating to, or affecting generally the enforcement of of, creditors’ ' rights generally and remedies or by general other equitable principles of equity). (b) general application. The Company Board, at a meeting has duly called and held at which all directors validly authorized and reserved for issuance shares of Common Stock sufficient in number for the conversion of the Convertible Debenture (assuming a Market Price of $1.00) and the exercise of the Warrants. The Company were present, duly understands and unanimously adopted resolutions (i) determining acknowledges the potentially dilutive effect to the Common Stock of the issuance of the Investor Shares. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the terms Convertible Debenture and Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Mergers Convertible Debenture and the Warrants, respectively, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other transactions contemplated hereby are fair to and in the best interests stockholders of the Company and notwithstanding the commencement of any case under 11 U.S.C. section 101 et seq. (the "Bankruptcy Code"). The Company shall not seek judicial relief from its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted obligations hereunder except pursuant to the stockholders Bankruptcy Code. In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. section 362 in respect of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor conversion of the adoption Convertible Debenture and/or exercise of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) Warrants. The Company Stockholder Approval is agrees, without cost or expense to the only vote of the holders of Investor, to take or consent to any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby and all action necessary to be consummated by the Company other than the Mergerseffectuate relief under 11 U.S.C. section 362.

Authority. (a) Section 3.4.1 The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under hereunder and, subject to the adoption of this Agreement and by the Required Company Stockholders, to consummate the Mergers and the other transactions contemplated herebyby this Agreement to be consummated by the Company. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other 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 and no stockholder votes are necessary to approve authorize this Agreement or the Merger or to consummate the Mergers and the other transactions contemplated hereby, hereby subject, in with respect to the case of the consummation of the MergersMerger, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Required Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)Stockholders. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the Parent Partiesother parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar Laws laws relating to or affecting the enforcement of creditors’ rights creditors generally or and by general equitable principles (regardless of equitywhether such enforceability is considered in a proceeding in equity or at law). (b) Section 3.4.2 The Company Board, at a meeting duly called and held at which all directors of the Company were presentheld, duly and unanimously has adopted resolutions (i) determining declaring that the terms of this Agreement, the Mergers Agreement and the other transactions contemplated hereby Merger are fair to advisable and in the best interests of the Company and its Company’s stockholders, (ii) approving and declaring advisable adopting this Agreement and the transactions contemplated hereby, including the MergersMerger, (iii) directing that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company for adoption and (iv) resolving to recommend recommending that the Company’s stockholders vote in favor of the adoption Company adopt this Agreement. Assuming the accuracy of the representation and warranty set forth in Section 4.17, the action of the Board of Directors of the Company (the “Company Board”) in approving this Agreement and the transactions contemplated hereby, including Merger is sufficient to render inapplicable to this Agreement and the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn Merger the restrictions on business combinations contained in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote 203 of the holders of any class or series DGCL. To the knowledge of the Company’s capital stock Company after due inquiry, no other “fair price”, “merger moratorium”, “control share acquisition” or other securities required in connection with anti-takeover or similar statute or regulation applies to this Agreement or the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the MergersMerger.

Authority. (ai) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement and, deliver and subject to the Company Requisite Vote, to perform its obligations under this Agreement hereunder and to consummate the Mergers and the other transactions contemplated hereby, including the Merger. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby hereby, including the Merger, have been duly and validly authorized by all necessary corporate action on the part behalf of the Company Company, including the board of directors of the Company, and no other corporate proceedings on the part of the Company or any Company Subsidiary (pursuant to the Cayman Companies Law or otherwise) are necessary to approve authorize this Agreement or to consummate the Mergers and the other transactions contemplated herebyso contemplated, subject, in the case of the consummation of the MergersMerger, to the adoption approval of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)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 Parent Partiesand Merger Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms (except terms, subject to the extent that enforceability may be limited by applicable effects of bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization or reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally generally, and general equitable principles (whether considered in a proceeding in equity or by general principles of equityat law) (the “Bankruptcy and Equity Exception”). (bii) The Company Board, at a meeting duly called and held at which all board of directors of the Company were presentCompany, duly and unanimously adopted resolutions acting upon the unanimous recommendation of the Independent Committee, has (iA) determining determined that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and it is in the best interests interest of the Company and its stockholdersshareholders (other than the holders of Rollover Shares) to enter into this Agreement, (iiB) approving approved the execution, delivery, and declaring advisable performance by the Company of this Agreement and consummation of the transactions contemplated hereby, including the MergersMerger in accordance with the Cayman Companies Law, and (iiiC) directing directed that the Merger, this Agreement and the Cayman Plan of Merger be submitted to the stockholders holders of Shares for their approval at the Shareholders’ Meeting (the “Company Position”). For clarity, neither the board of directors of the Company for adoption and nor the Independent Committee has recommended approval (ivor recommended disapproval) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and Agreement, the transactions contemplated hereby, including Merger or the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted Cayman Plan of Merger by Section 5.2. (c) the holders of Shares. The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s share capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by Company necessary under applicable Law, the Company other than Memorandum and Articles of Association or otherwise to approve and adopt this Agreement and the MergersCayman Plan of Merger is the Company Requisite Vote.

Authority. (a) The Company has all necessary requisite corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and to consummate the Mergers and the other transactions contemplated herebyby it, subject to (if the Merger is not consummated pursuant to Section 253 of the DGCL) obtaining the vote of holders of a majority of the issued and outstanding Company Shares in favor of the approval and adoption of the Agreement prior to the consummation of the Merger in accordance with Section 251 of the DGCL (the “Company Stockholder Approval”). The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part Company, subject to receipt of the Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, and (assuming the due valid authorization, execution and delivery of this Agreement by Parent and Merger Sub, and binding effect of this Agreement on Parent and Merger Sub) constitutes the Parent Parties, constitutes a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms (except terms, subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar Laws affecting the enforcement of subject to creditors’ rights generally or by and to general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors of On or prior to the Company were present, duly and unanimously adopted resolutions (i) determining that the terms date of this Agreement, the Mergers Board of Directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to the date hereof, duly (i) determined that this Agreement and the other transactions Transactions contemplated hereby hereby, including each of the Offer and the Merger, are advisable, fair to to, and in the best interests of the holders of Company and its stockholdersShares, (ii) approving approved and declaring advisable adopted this Agreement and the transactions contemplated herebyTransactions (such approval and adoption having been made in accordance with the DGCL), including the Mergers, and (iii) directing recommended that this Agreement be submitted the holders of Company Shares accept the Offer and tender Company Shares pursuant to the stockholders of Offer, and to the Company for adoption extent required by applicable Law, approve and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of adopt this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2Transactions. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary corporate the requisite limited liability company power and authority to execute, execute and deliver and perform its obligations under this Agreement and each other agreement, document, instrument and/or certificate contemplated by this Agreement to be executed in connection with the transactions contemplated hereby (the “Ancillary Documents”) to which the Company is a party and to consummate the Mergers and the other transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by and the Ancillary Documents to which the Company is a party and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been (and the Ancillary Documents to which the Company is a party will be) duly authorized by all necessary corporate limited liability company action on the part of the Company and no other corporate proceedings proceeding (including by its equityholders) on the part of the Company are is necessary to authorize this Agreement and the Ancillary Documents to which the Company is a party or to consummate the transactions contemplated hereby. No vote of the Company’s member is required to approve this Agreement or for the Company to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been (and the execution and delivery of each of the Ancillary Documents to which the Company is a party will be) duly and validly executed and delivered by the Company andand constitute a valid, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid legal and binding obligation agreement of the CompanyCompany (assuming that this Agreement has been and the Ancillary Documents to which the Company is a party will be duly and validly authorized, executed and delivered by Buyer), enforceable against the Company in accordance with its terms their terms, except (except i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar other Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and that the transactions contemplated herebyavailability of equitable remedies, including the Mergersspecific performance, (iii) directing that this Agreement be submitted is subject to the stockholders discretion of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, court before which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as proceeding thereof may be permitted by Section 5.2brought. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary full corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and to consummate the Mergers and the other transactions contemplated herebyhereunder and to perform its obligations hereunder. The execution, delivery and performance Board of this Agreement by Directors of the Company (a) has determined that the Merger is advisable, fair and in the consummation by the Company of the Mergers and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part best interests of the Company and its shareholders, (b) has approved this Agreement, the Merger and the Contemplated Transactions and has deemed this Agreement advisable, fair and in the best interests of the Company and its shareholders, (c) has determined that, considering the financial conditions of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company or Merger Sub, as applicable, to its creditors, (d) has approved and determined to recommend the approval and adoption of this Agreement and the approval of the Merger to the shareholders of the Company; and (e) has duly authorized the execution and delivery of each of the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby. Except as otherwise explicitly provided in this Agreement, no other corporate proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of Ancillary Agreements to which it is a party and the consummation of the MergersContemplated Transactions, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of other than the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Shareholder Approval”). This Agreement and each Ancillary Agreement to which it is a party has been duly executed and delivered by the Company Company, and, assuming the due authorization, execution and delivery by Innovate, this Agreement and the Parent Parties, constitutes Ancillary Agreements to which it is a party constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms their respective terms, subject to: (except a) Laws of general application relating to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting insolvency and the enforcement relief of creditors’ rights generally or by general principles of equity). debtors; and (b) The Company Boardrules of Law governing specific performance, at a meeting duly called injunctive relief and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2equitable remedies. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company Buyer has all necessary corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Documents to which Buyer is a party and to consummate the Mergers and the other transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by and the Company Ancillary Documents to which Buyer is a party and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been duly (and the Ancillary Documents to which Buyer is a party will be) authorized by all necessary corporate action on the part of the Company Buyer and no other corporate proceedings proceeding on the part of Buyer is necessary to authorize this Agreement and the Company are necessary Ancillary Documents to which Buyer is a party or to consummate the transactions contemplated hereby. No vote of Buyer’s equityholders is required to approve this Agreement or for Buyer to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been (and the Ancillary Documents to which Buyer is a party will be) duly and validly executed and delivered by the Company andBuyer and constitute a valid, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid legal and binding obligation agreement of Buyer (assuming this Agreement has been and the Ancillary Documents to which Buyer is a party will be duly authorized, executed and delivered by Seller and the Company), enforceable against the Company Buyer in accordance with its terms their terms, except (except i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar other Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and that the transactions contemplated herebyavailability of equitable remedies, including the Mergersspecific performance, (iii) directing that this Agreement be submitted is subject to the stockholders discretion of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, court before which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as proceeding thereof may be permitted by Section 5.2brought. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Mergers Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers Merger and the other transactions contemplated hereby have been duly 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 approve this Agreement or to consummate the Mergers Merger and the other transactions contemplated hereby, subject, in the case of the consummation of the MergersMerger, to the adoption approval of this Agreement by the holders of at least sixty percent a majority of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) Shares (the “Company Stockholder Shareholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Partiesand Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, acting on the unanimous recommendation of the Special Committee, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholdersshareholders, (ii) approving adopting, in accordance with the FBCA, and declaring advisable this Agreement and the transactions contemplated hereby, including the MergersMerger, (iii) directing that this Agreement be submitted to the stockholders shareholders of the Company for adoption approval, and (iv) resolving to recommend recommending that the Company’s stockholders shareholders vote in favor of the adoption approval of this Agreement and the transactions contemplated hereby, including the MergersMerger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.25.3. (c) The Company Stockholder Shareholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this AgreementMerger. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the MergersMerger.

Authority. (a) The Company has all necessary corporate the requisite real estate investment trust power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and hereunder and, subject to receipt of the Company Shareholder Approval, to consummate the Mergers and the other transactions contemplated herebyby this Agreement to which the Company is a party, including the Company Merger. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company real estate investment trust action, and no other corporate real estate investment trust proceedings on the part of the Company are necessary to approve authorize this Agreement or the Company Merger or to consummate the Mergers and the other transactions contemplated herebyby this Agreement, subject, in with respect to the case of the consummation of the MergersCompany Merger, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities receipt of the Company generally entitled Shareholder Approval and to vote at a meeting the filing of the Company’s stockholders (including Company Merger Certificates with, and acceptance for record of the Convertible Notes) (Company Merger Certificates by, the “Company Stockholder Approval”)SDAT and the DSOS, as applicable. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery by the Parent Parties, constitutes a legally valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms (terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar Laws affecting the enforcement of creditors’ rights generally or and by general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The Company Board, Board at a meeting duly called and held at which all directors meeting, has unanimously, on behalf of the Company were presentin its own capacity and in its capacity as sole general partner of the Partnership, duly and unanimously adopted resolutions (i) determining determined that the terms of this Agreement, the Mergers Agreement and the other transactions contemplated hereby are fair to advisable and in the best interests of the Company, the Partnership and the holders of Company Common Shares and its stockholdersthe Partnership OP Units, as applicable, (ii) approving approved, adopted and declaring declared advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing duly and validly authorized the execution and delivery of this Agreement, (iv) directed that the Company Merger and the other transactions contemplated by this Agreement be submitted to the stockholders of for consideration at the Company for adoption Shareholder Meeting and (ivv) resolving resolved to recommend that the Company’s stockholders holders of Company Common Shares vote in favor of approval of the adoption of Company Merger and the other transactions contemplated by this Agreement and to include such recommendation in the transactions contemplated herebyProxy Statement/Prospectus (such recommendations, including the Mergers“Company Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 5.27.3. (c) The Company Stockholder Approval Partnership has the requisite limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement to which the Partnership is a party, including the only vote Partnership Merger. The execution and delivery of this Agreement by the holders of any class or series of the Company’s capital stock or other securities required in connection with Partnership and the consummation by the Partnership of the transactions contemplated by this Agreement. No vote Agreement have been duly and validly authorized by all necessary partnership action, and no other partnership proceedings on the part of the holders of any class Partnership are necessary to authorize this Agreement or series the Partnership Merger or to consummate the other transactions contemplated by this Agreement, subject, with respect to the Partnership Merger, to the filing of the Company’s capital stock Partnership Merger Certificate with, and acceptance for record of the Partnership Merger Certificate by, the DSOS. This Agreement has been duly executed and delivered by the Partnership and, assuming due and valid authorization, execution and delivery by the Parent Parties, constitutes a legally valid and binding obligation of the Partnership enforceable against the Partnership in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other securities similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is required considered in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergersa proceeding in equity or at law).

Authority. (a) The Company RELATIVE TO THIS AGREEMENT; NON-CONTRAVENTION. Target has all necessary the requisite corporate power and authority to execute, deliver and perform its obligations under enter into this Agreement and the Articles of Merger and to consummate the Mergers carry out its obligations hereunder and the other transactions contemplated herebythereunder. The execution, execution and delivery and performance of this Agreement and the Articles of Merger by the Company Target and the consummation by the Company of the Mergers and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part Board of Directors of Target and, except for approval of this Agreement and the Company and Merger by the requisite vote of Target's shareholders, no other corporate proceedings on the part of the Company Target are necessary to approve authorize this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company Target and, assuming the due authorization, execution it is a valid and delivery by the Parent Partiesbinding obligation of Purchaser, constitutes a valid and binding obligation of the Company, Target enforceable against the Company in accordance with its terms (except to the extent that enforceability as enforcement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. Except as set forth in Schedule 3.2, Target is not subject to, or obligated under, any provision of (a) its Charter or Bylaws, (b) The Company Boardany agreement, at arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a meeting duly called and held at which all directors right of termination or acceleration or any encumbrance on any of its assets would be created, by the Company were presentexecution, duly and unanimously adopted resolutions (i) determining that the terms delivery or performance of this Agreement, the Mergers and Plan of Merger or the other consummation of the transactions contemplated hereby are fair to and or thereby, other than any such breaches, violations, rights of termination or acceleration or encumbrances which will not, in the best interests of aggregate, have a Material Adverse Effect on Target. Except for (a) the Company filings, notices, consents and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption approvals described in Section 2.2 hereof and (ivb) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated herebysuch filings, including the Mergers, which resolutions have not been subsequently rescinded, modified authorizations or withdrawn in any way, except approvals as may be permitted by Section 5.2. (c) The Company Stockholder Approval set forth in Schedule 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the only vote part of the holders of any class or series of the Company’s capital stock or other securities required in connection with Target for the consummation by Target of the transactions contemplated by this Agreement. No vote of , except for such authorizations, consents, approvals and filings as to which the holders of any class failure to obtain or series of make the Company’s capital stock same will not, in the aggregate, be materially adverse to Target on a consolidated basis or other securities is required in connection with adversely affect the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergershereby.

Authority. (a) The Company has all necessary requisite corporate power and authority to execute, deliver and perform its obligations under enter into this Agreement and and, subject in the case of the consummation of the Arrangement to the adoption of this Agreement by the Required Company Vote, to consummate the Mergers and the other transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby hereby, including, but not limited to, the Arrangement, have been duly 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 approve this Agreement or to consummate the Mergers and the other transactions contemplated herebyCompany, subject, subject in the case of the consummation of the Mergers, Arrangement to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Required Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)Vote. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent PartiesAcquiror, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except terms, subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization reorganization, moratorium and similar laws of general applicability relating to or similar Laws affecting the enforcement of creditors’ rights generally or by and to general principles equitable principles. The Board of equity). (b) The Company Board, at a meeting duly called and held at which all directors Directors of the Company were present, duly and unanimously adopted resolutions (i) determining has taken all actions necessary so that the terms restrictions on business combinations and stockholder vote requirements contained in any Applicable Law will not apply with respect to or as a result of the Arrangement, this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement Support Agreements and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the hereby and thereby. The Required Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval Vote is the only vote of the holders of any class or series securities of the Company’s capital stock or other securities required Company necessary in connection with the consummation of the Arrangement and the other transactions contemplated by this Agreement. No vote . (b) The execution and delivery of the holders of any class or series of the Company’s capital stock or other securities is required in connection with this Agreement does not, and the consummation of any of the transactions contemplated hereby will not, (A) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to be consummated a right of termination, consent, cancellation, modification or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien on any assets (any such conflict, violation, default, right of termination, consent, cancellation, modification or acceleration, loss or creation, a “Violation”) pursuant to any provision of the Company Governing Documents or any governing documents of any Subsidiary of the Company, or (B) subject to obtaining or making the consents, approvals, Orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c) below, and except as set forth on Section 3.3(b) of the Company Disclosure Schedule result in any Violation of any loan or credit agreement, note, mortgage, indenture, lease, any Company Benefit Plan or other agreement, obligation, instrument, permit, judgment, or Law applicable to the Company or any Subsidiary of the Company or their respective properties or assets. (c) No consent, approval, Order or authorization of, or registration, declaration or filing with, any (i) Canadian, U.S., multinational, federal, provincial, state, regional, municipal, local or other government or any governmental or public department, court, tribunal, arbitral body, commission, board, bureau or agency; (ii) any subdivision, agent, commission, board or authority of any of the foregoing; or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing (each of the entities referenced in clauses (i), (ii) and (iii) above, a “Governmental Entity”), is required by or with respect to the Company or any Subsidiary of the Company in connection with the execution and delivery of this Agreement by the Company other than or the Mergersconsummation by the Company of the transactions contemplated hereby, except for (A) the granting of the Interim Order and the Final Order by the Court, (B) the filing with the SEC of the Proxy Circular in definitive form related to the Company Meeting to be prepared in accordance with Regulation 14A promulgated by the SEC pursuant to the Exchange Act, and (C) such filings with and approvals of the NASDAQ Global Select Market (the “NASDAQ”) as may be required.

Authority. (a) The Company i-STAT has all necessary requisite corporate rights, power and authority to executeenter into this Agreement, deliver and perform its obligations under the Registration Rights Agreement attached as Exhibit B to this Agreement (the "Registration Rights Agreement"), the License Agreement attached as Exhibit F hereto (the "License Agreement") and the Distribution Agreement attached as Exhibit G hereto (the "Distribution Agreement") and to consummate the Mergers and the other transactions contemplated herebyhereby and thereby. The All corporate action on the part of the Company, its directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement, the Registration Rights Agreement, the License Agreement by the Company and the consummation by Distribution Agreement, the Company authorization, sale, issuance and delivery of the Mergers Shares contemplated hereby, and the other performance of the Company's obligations hereunder and under the Registration Rights Agreement, the License Agreement and the Distribution Agreement has been taken. The Company's Board of Directors, at a meeting duly called and held, has approved this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part for purposes of Section 203 of the Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) Delaware General Corporation Law (the “Company Stockholder Approval”"DGCL"). This Agreement, the Registration Rights Agreement, the License Agreement has and the Distribution Agreement have been duly executed and delivered by the Company andand constitute legal, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms (their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, except that the availability of equitable remedies is subject to the extent that enforceability discretion of the court before which any proceeding therefor may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting brought. Upon the enforcement of creditors’ rights generally or by general principles of equity). (b) The Company Board, at a meeting duly called issuance and held at which all directors delivery of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except Shares as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement, such shares will be validly issued, fully paid and non-assessable. No vote The issuance and sale of the holders Shares contemplated hereby will not give rise to any preemptive rights or rights of first refusal in existence as of the date hereof on behalf of any class or series of the Company’s capital stock or other securities is required in connection with the consummation person pursuant to any provision of any agreement between i-STAT and any such person or i-STAT's Certificate of the transactions contemplated hereby to be consummated by the Company other than the MergersIncorporation or Bylaws.

Authority. (a) The Company Purchaser has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and and, subject to obtaining the Purchaser Shareholder Approval (as hereinafter defined), to consummate the Mergers and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company Purchaser and the consummation by the Company Purchaser of the Mergers and the other transactions contemplated hereby have been duly authorized and validly approved by all necessary corporate action on the part of the Company Purchaser and no other corporate proceedings on the part of the Company Purchaser are necessary to approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, subject to the adoption approval of this Agreement by the holders of at least sixty percent a majority of the total voting power shares of all outstanding securities of the Company generally Purchaser Common Stock present and entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) Purchaser Shareholder Meeting (the “Company Stockholder Purchaser Shareholder Approval”)) and to the filing of the Certificate of Merger with the Mississippi Secretary of State as required by the BCA and with the Louisiana Secretary of State as required by the BCL. This Agreement has been duly executed and delivered by the Company Purchaser and, assuming the due authorization, execution and delivery by the Parent Partieseach other party hereto, constitutes a valid and binding obligation of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization reorganization, fraudulent transfer or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (b) The Company Purchaser Board, at a meeting duly called and held at which all directors of the Company were presentheld, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company Purchaser and its stockholdersshareholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the MergersMerger, and (iii) directing recommending that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the CompanyPurchaser’s stockholders shareholders vote in favor of the adoption approval of this Agreement and (the transactions contemplated hereby, including the Mergers“Purchaser Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.25.4. (c) The Company Stockholder Approval is Except for the only Purchaser Shareholder Approval, no vote of the shareholders of Purchaser or the holders of any class other securities of Purchaser (equity or series otherwise) is required by any applicable Law, the Purchaser Charter or the Purchaser Bylaws to consummate the transactions contemplated hereby. (d) In accordance with Section 79-4-13.02 of the Company’s capital stock BCA, no appraisal or other securities required dissenters’ rights will be available to holders of Purchaser Common Stock in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the MergersMerger.

Authority. (a) The Each of the Company Parties has all necessary corporate the requisite corporate, limited liability company or limited partnership power and authority authority, as applicable, to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and hereunder and, subject to receipt of the Company Stockholder Approval, to consummate the Mergers and the other transactions contemplated herebyby this Agreement. The execution, execution and delivery and performance of this Agreement by each of the Company Parties and the consummation by the Company Parties of the Mergers and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company corporate, limited liability company and limited partnership action, and no other corporate corporate, limited liability company or limited partnership proceedings on the part of the Company Parties, as applicable, are necessary to approve authorize this Agreement or the Mergers or to consummate the Mergers transactions contemplated hereby, subject, (i) with respect to the Merger, to receipt of the Company Stockholder Approval, the filing of the Articles of Merger with and acceptance for record of the Articles of Merger by the SDAT and the filing of the Certificate of Merger with the Delaware Secretary, and (ii) with respect to the Partnership Merger, the filing of the Partnership Certificate of Merger with the Delaware Secretary. The board of directors of the Company (the “Company Board”), at a duly held meeting, has, by unanimous vote of the entire Company Board, (i) duly and validly authorized the execution and delivery of this Agreement and declared advisable the Merger, the Partnership Merger and the other transactions contemplated hereby, subject(ii) directed that the Merger and the other transactions contemplated hereby be submitted for consideration at the Company Stockholder Meeting, in the case of the consummation of the Mergers, and (iii) resolved to the adoption of this Agreement by recommend that the holders of at least sixty percent Company Common Stock vote in favor of the total voting power of all outstanding securities approval of the Company generally entitled to vote at a meeting of Merger and the Company’s stockholders (including the Convertible Notes) other transactions contemplated hereby (the “Company Stockholder ApprovalRecommendation”). ) and to include such recommendation in the Proxy Statement, subject to Sections 6.3 and 6.5. (b) This Agreement has been duly executed and delivered by each of the Company Parties and, assuming the due authorization, execution and delivery by each of the Parent Parties, constitutes a legally valid and binding obligation of each of the CompanyCompany Parties, enforceable against the Company Parties in accordance with its terms (terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar Laws affecting the enforcement of creditors’ rights generally or and by general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Mergers and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been duly 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 approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, subject to the adoption of this Agreement by the holders of at least sixty percent of the total a majority in voting power of all the outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) Shares (the “Company Stockholder Approval”), and further subject, in the case of the consummation of the Second Merger, to the filing of the Company’s annual franchise tax report and the payment of all franchise taxes and fees required to be paid in connection therewith. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent PartiesParent, Merger Sub and Merger Sub 2, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except that (except to the extent that enforceability i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar Laws affecting the enforcement of Laws, now or hereafter in effect, relating to creditors’ rights generally or by general principles and (ii) equitable remedies of equity)specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Board of Directors of the Company (the “Company Board”), at a meeting duly called and held at which all directors a quorum was present, upon the recommendation of the Company were presentSpecial Committee, duly and unanimously adopted resolutions (which are currently in effect as adopted) (i) determining that the terms of this Agreement, the Mergers Merger, the Second Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholdersStockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the MergersMerger, the Second Merger and the Support Agreements, (iii) directing that this Agreement be submitted to the stockholders of the Company Stockholders for adoption thereby, and (iv) resolving to recommend recommending that the Company’s stockholders Stockholders vote in favor of the adoption of this Agreement (the “Company Board Recommendation”). The Company is providing to Parent concurrently herewith true and complete copies of the transactions contemplated hereby, including resolutions of the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2Company Board described herein. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with for the consummation of the transactions contemplated by this AgreementMerger. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with for the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the MergersMerger.

Authority. (a) The Company Each Seller has all necessary the requisite corporate power and authority to execute, deliver and perform its respective obligations under this Agreement and the Transaction Documents to which such Seller is a party and to consummate the Mergers and the other transactions contemplated herebyhereby and thereby. The execution, delivery and performance by each Seller of this Agreement by the Company Transaction Documents to which such Seller is a party and the consummation by the Company of the Mergers 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 applicable Seller, and no other corporate or other proceedings on the part of the Company any Seller are necessary to approve authorize the execution, delivery and performance by each Seller of this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)hereby or thereby. This Agreement has been been, and upon their execution the Transaction Documents shall have been, duly executed and delivered by the Company each Seller party thereto, and, assuming the due authorization, execution authorization and delivery by Purchaser, this Agreement constitutes, and upon their execution the Parent PartiesTransaction Documents shall constitute, constitutes a valid and binding obligation of the Companyeach Seller party thereto, enforceable against the Company such Seller in accordance with its terms their respective terms, except (except to the extent that a) as enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization or moratorium and other similar Laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of equitywhether such enforceability is considered in a proceeding in equity or at law) and (b) that specific performance may not be available (collectively, the “Enforceability Exceptions”). (b) The Company Board, at a meeting duly called and held at which all directors of All corporate actions taken by the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and Transferred Entities in the best interests of the Company and its stockholders, (ii) approving and declaring advisable connection with this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement other Transaction Documents will be submitted duly authorized on or prior to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2Closing. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver the Investors’ Rights Agreement in the form attached hereto as Exhibit B (the "Investors’ Rights Agreement"), the Warrant, (the Investors’ Rights Agreement and the Warrant are collectively referred to as the "Transaction Agreements"), to perform its obligations under this Agreement hereunder and thereunder and to consummate the Mergers and the other transactions contemplated herebyhereby or thereby. The execution, execution and delivery and performance of this Agreement and the Transaction Agreements by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby or thereby have been duly and validly authorized by all necessary corporate action on the part of the Company action, and no other corporate proceedings on the part of the Company are necessary to approve authorize this Agreement and the Transaction Agreements or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption hereby or thereby. Each of this Agreement by and the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement Transaction Agreements has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent PartiesCompany, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except subject to the extent that enforceability may be limited by effect of any applicable bankruptcy, insolvencyinsolvency (including, moratoriumwithout limitation, reorganization all laws relating to fraudulent transfers), reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally or by and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). (b) . The Company Board of Directors (the "Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i") determining that the terms of has approved this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement Transaction Agreements and the transactions contemplated hereby, including hereby or thereby and such approvals are sufficient so that the Mergersrestrictions on business combinations set forth in the Nevada Corporations Code and no other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation, (iii) directing that this Agreement be submitted to and any similar provisions, each a “Takeover Statute”), and no anti-takeover provision in the stockholders amended certificate of incorporation or by-laws of the Company for adoption and (iv) resolving shall not apply to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby or thereby, including, but not limited to, any exercise of the Warrant or actions permitted pursuant to be consummated by the Investors’ Rights Agreement. The Company other than warrants and agrees to carry out its obligations as set out in the MergersInvestor Rights Agreement.

Authority. (a) The Company has all necessary requisite corporate power and authority to executeexecute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, deliver and to perform its obligations under this Agreement hereunder and thereunder and to consummate the Mergers and the other transactions contemplated herebyhereby and thereby, subject, in the case of the Merger, to obtaining the affirmative vote (whether at a meeting or through written consent) in favor of adopting this Agreement of the holders of at least a majority of the outstanding shares of Common Stock of the Company (the “Stockholder Approval”). The execution, delivery and performance of this Agreement by the Company of this Agreement, and the consummation by the Company it of the Mergers and the other transactions contemplated hereby hereby, have been duly authorized by all necessary the Board of Directors and, except for obtaining the Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. When executed and delivered by the Company, the execution, delivery and performance by the Company of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by the Board of Directors and no other corporate proceedings action on the part of the Company are is necessary to approve this authorize the execution and delivery by the Company of any such Ancillary Agreement or to consummate the Mergers and consummation by it of the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)thereby. This Agreement has been been, and when executed and delivered, each of the Ancillary Agreements to which the Company is a party will be, duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by the Parent Partiesother parties hereto, constitutes a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms terms, except that such enforceability (except to the extent that enforceability i) may be limited by applicable bankruptcy, insolvency, moratorium, reorganization moratorium or other similar Laws laws affecting or relating to the enforcement of creditors’ rights generally or by and (ii) is subject to general principles of equity). Upon receipt of the Merger Consent, the Stockholder Approval shall be obtained and no further approval or vote of the Company’s stockholders shall be required to approve and adopt this Agreement or the transactions contemplated hereby. (b) The Company BoardSpecial Committee, at a meeting duly called and held at which all directors of the Company were presentheld, duly and unanimously adopted resolutions (i) determining determined that the terms of this Agreement, the Mergers Merger and the other transactions contemplated hereby by this Agreement are fair to to, and in the best interests of, the stockholders of the Company (other than the Stockholder and its stockholders, Affiliates) and (ii) approving recommended to the Board of Directors that it approve and declaring declare advisable this Agreement and the other transactions contemplated herebyby this Agreement, including the MergersMerger. The Board of Directors, at a meeting duly called and held, unanimously (i) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, the stockholders of the Company, (ii) approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that declared this Agreement be submitted advisable, and (iv) resolved to recommend authorization and adoption of this Agreement by the stockholders of the Company for adoption and (iv) resolving to recommend that collectively, the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2“Board Recommendation”). (c) ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. has delivered to the Board of Directors, and Foros Securities LLC has delivered to the special committee of the Board of Directors, in each case, its opinion, dated as of the date of this Agreement (together, the “Fairness Opinions”), substantially to the effect that, as of such date and based on and subject to the assumptions, qualifications and limitations contained therein, the Merger Consideration to be received by the stockholders of the Company (other than Parent and any of its Affiliates) pursuant to this Agreement is fair to such stockholders from a financial point of view. (d) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with necessary to approve this Agreement and the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the MergersMerger.

Authority. (a) The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Mergers Merger and the other transactions contemplated herebyby this Agreement. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers Merger and the other transactions contemplated hereby by this Agreement have been duly 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 approve this Agreement or to consummate the Mergers Merger and the other transactions contemplated herebyby this Agreement, subject, in the case of the consummation of the Mergers, subject to (i) the adoption of this Agreement by the holders of at least sixty percent Requisite Stockholder Vote and (ii) the approval of the total voting power of all outstanding securities of Preferred Stock Conversion by the Company generally entitled to vote at a meeting of Requisite Preferred Vote, each in accordance with the Company’s stockholders Organizational Documents and the DGCL (including the Convertible Notesclauses (i) and (ii), the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the Parent other Parties, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity) (the “Enforceability Exceptions”). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions resolutions: (i) determining that approving the terms execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Mergers and the other transactions contemplated hereby are Merger, (ii) deeming it fair to to, advisable and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable to enter into this Agreement and the transactions contemplated hereby, including the MergersAgreement, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend recommending that the Company’s stockholders of the Company vote in favor of the adoption of this Agreement and the transactions contemplated herebyby this Agreement, including the MergersMerger and the Preferred Stock Conversion (the “Company Board Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) Each of the signatories to the Company Stockholder Written Consent, when delivered to Parent pursuant to Section 6.5, is an “accredited investor” for the purposes of, and within the meaning of Rule 501(a) of, Regulation D promulgated under the Securities Act. (d) The Company Stockholder Approval obtained through the Company Stockholder Written Consent pursuant to Section 6.5 is the only vote of the holders of any class or series of the Company’s shares of capital stock or other securities required in connection with the consummation of the Merger and the other transactions contemplated by this Agreement. No vote of Agreement (including the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the MergersPreferred Stock Conversion).

Authority. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under hereunder and, subject to the approval of this Agreement and by the holders of at least a majority in combined voting power of the outstanding Shares (the “Company Shareholder Approval”), to consummate the Mergers Merger and the other transactions contemplated herebyhereby to which the Company is a party. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been duly 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 approve this Agreement or to consummate the Mergers Merger and the other transactions contemplated herebyhereby to which the Company is a party, subject, in the case of the consummation of the MergersMerger, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of obtaining the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Shareholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Partiesand Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (b) The Company Board. On or prior to the date hereof, at a meeting duly called and held at which all directors of held, the Company were present, duly and Board has unanimously adopted resolutions (i) determining determined that the terms of this Agreement, the Mergers Merger and the other transactions transaction contemplated hereby by this Agreement are fair to and in the best interests interest of the Company and its stockholdersthe shareholders of the Company, (ii) approving adopted this Agreement in accordance with the Oregon Act, (iii) resolved that this Agreement and declaring advisable the Merger be submitted to the shareholders of the Company for their approval, (iv) resolved to recommend that the Company’s shareholders approve this Agreement and the transactions contemplated hereby, including and (v) adopted resolutions having the Mergerseffect of causing the Company not to be subject to any Takeover Restriction that might otherwise apply to this Agreement, (iii) directing that the Merger or any other transactions contemplated by this Agreement be submitted Agreement, in each case which resolutions, except after the date hereof to the stockholders of the Company for adoption and (ivextent expressly permitted by Section 5.4(d) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated herebyor Section 5.4(e), including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. Assuming the accuracy of the representations and warranties of Parent and Merger Sub contained in Section 4.9, except as may be permitted by Section 5.2. (c) The the Company Stockholder Shareholder Approval is the only vote or consent of the holders of any class or series of the Company’s capital stock of the Company necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. There are no bonds, debentures, notes or other securities required in connection with the consummation Indebtedness of the transactions contemplated by this Agreement. No Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergersmay vote.

Authority. (a) The Company has all necessary the requisite corporate power and authority to execute, execute and deliver this Agreement and the Operative Agreements to which it is a party and to perform its obligations under this Agreement hereunder and thereunder and to consummate the Mergers and the other transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement by and the Company Operative Agreements to which it is a party and the consummation by the Company of the Mergers and the other transactions contemplated hereby and thereby have been duly authorized and validly approved by all necessary corporate action on the part Board of Directors of the Company. In addition, the Board of Directors of the Company has adopted a resolution substantially in the following form: "RESOLVED, that the Company be, and no it hereby is, authorized to engage, from time to time, in any "business combination" (as defined in Section 14A:10A-3 of the New Jersey Business Corporation Act) with or otherwise involving or affecting Edwardstone, MidMark and/or their respective Affiliates, including, without limitation, repurchases by the Company of shares of its common stock from such Person(s), loan transactions, and transactions that may involve the sale or issuance by the Company of its assets or voting securities (or securities convertible into, or exchangeable for, its voting securities), on such terms and conditions as may be agreed upon by the parties thereto at the time of such transaction(s), the intent of this resolution being to constitute advance approval of such transaction(s) as required by Section 14A:10A-4 of the New Jersey Business Corporation Act." No other corporate proceedings on the part of the Company or its stockholders are necessary to approve this Agreement or to consummate authorize the Mergers execution, delivery and performance by the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption Company of this Agreement and the Operative Agreements to which it is a party and the consummation by the holders of at least sixty percent Company of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming and constitutes and upon the due authorization, execution and delivery by the Parent PartiesCompany of the Operative Agreements to which it is a party, constitutes a such Operative Agreements will constitute legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its terms (terms, except to the extent that as enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar Laws affecting the enforcement of creditors’ ' rights generally or and by general equitable principles (regardless of equitywhether such enforceability is considered in a proceeding in equity or at Law). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (ai) The Company has all necessary requisite corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and in the case of the Merger, subject to receipt of the Shareholder Approval, to consummate the Mergers and the other transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no such authorization satisfies Section 310(a)(2) of the California Code. No other corporate proceedings on the part of the Company are necessary to approve authorize this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subjectby this Agreement (other than, in the case of the consummation Merger, the receipt of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Shareholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the Parent Partiesother Parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except terms, subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the enforcement rights of creditors’ rights creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or by general principles of equityat law) (the “Bankruptcy and Equity Exception”). (bii) The Company BoardBoard of Directors of the Company, at a meeting duly called and held at which meeting, has by unanimous vote of all directors of the Company were presentdirectors, duly and unanimously adopted resolutions (iA) determining determined that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and it is in the best interests of the Company and its stockholdersshareholders, and declared it advisable, to enter into this Agreement, (iiB) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby, including the Offer and the Merger, upon the terms and conditions set forth in this Agreement, (C) directed that the Company submit the adoption of this Agreement to a vote at a meeting of the shareholders of the Company in accordance with the terms of this Agreement, unless the adoption of this Agreement by the shareholders of the Company is not required by applicable Law, (D) subject to Section 5.02, resolved to recommend that the shareholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and, if required by applicable Law, adopt this Agreement (this clause (D), the “Company Recommendation”), (E) irrevocably approving for all purposes each of Parent, Merger Sub and declaring advisable their respective Affiliates with respect to this Agreement and the transactions contemplated hereby, hereby and thereby (including the MergersOffer, the Top-Up and the Merger) to exempt such Persons, agreements and transactions from, and to elect for the Company, Parent, Merger Sub and their respective Affiliates not to be subject to, any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other similar anti-takeover Laws (iiicollectively, “Takeover Laws”) directing of any jurisdiction that may purport to be applicable to the Company, Parent, Merger Sub or any of their respective Affiliates or this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and or the transactions contemplated hereby, hereby or thereby (including the MergersOffer, the Top-Up and the Merger) with respect to any of the foregoing and any takeover-related provision in the Company Certificate or Company Bylaws and (F) authorizing and approving the Top-Up and the issuance of the Top-Up Shares thereunder, which resolutions have not as of the date hereof been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary corporate the requisite limited liability company power and authority to execute, execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations under this Agreement hereunder and thereunder and to consummate the Mergers and the other transactions contemplated herebyherein and therein. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby herein or therein have been duly and validly authorized by all necessary corporate limited liability company action on the part of the Company and no by all necessary action on the part of the holders of the Company’s Equity Interests. No other corporate proceedings limited liability company actions on the part of the Company or any Company Subsidiary, and no other actions on the part of any of the holders of the Company Member Interests, are necessary to approve authorize this Agreement and the other Transaction Documents to which the Company is a party, to perform the obligations of the Company hereunder and thereunder or for the Company to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)herein and therein. This Agreement has been and each of the other Transaction Documents to which the Company is or will be a party have been, or upon execution and delivery thereof will be, duly and validly executed and delivered by the Company and, assuming that this Agreement and the due authorizationother Transaction Documents to which the Company is a party constitute the valid and binding agreement of the other parties hereto and thereto, constitute, or upon execution and delivery by will constitute, the Parent Parties, constitutes a valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms (and conditions, except to that the extent that enforceability enforcement hereof and thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, reorganization fraudulent conveyance or other similar Laws affecting the enforcement of laws now or hereafter in effect relating to creditors’ rights generally or by and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Subject to the Company Stockholder Approval with respect to the Merger, the Company has all necessary requisite corporate power and authority to execute, deliver and perform its obligations under enter into this Agreement and to consummate the Mergers and the other transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate or stockholder proceedings are required on the part of Company to authorize the Company are necessary to approve execution and delivery of this Agreement or to consummate the Mergers Merger and the other transactions contemplated hereby, subject, in subject only to the case Company Stockholder Approval and the filing of the consummation Certificate of the Mergers, Merger pursuant to the adoption DGCL. The affirmative vote of this Agreement by the holders of at least sixty percent a majority of the total voting power outstanding shares of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of Company capital stock necessary to adopt this Agreement and consummate the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has, by resolution adopted by unanimous vote at a meeting of all Directors duly called and held and not subsequently rescinded or modified in any way by the Board of Directors of the Company as of the date hereof), duly (i) determined that the Merger is fair to, and in the best interest of, the Company and its stockholders and declared this Agreement to be advisable, (ii) approved this Agreement and the transactions contemplated thereby, including the Merger, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ Meeting. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Partiesand Merger Sub, constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity)terms. (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary corporate power and corporate authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and to consummate the Mergers and the other transactions contemplated hereby, including the Merger. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby hereby, including the Merger, have been duly and validly authorized by all necessary corporate action on the part of the Company action, and no other corporate proceedings on the part of the Company and no stockholder votes or consents are necessary to approve authorize this Agreement or to consummate the Mergers transactions contemplated hereby other than, (i) the Company Stockholder Approval and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. The Company Board, by resolutions duly adopted by vote of those voting on such matters at a meeting duly called and held, has, and as of the date of this Agreement not subsequently rescinded or modified in any way, (x) determined that the transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, (y) approved and declared advisable this Agreement and the other transactions contemplated hereby, subject, in including the case of the consummation of the Mergers, Merger and (z) resolved to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of recommend that the Company’s stockholders (including approve the Convertible Notes) (the “Company Stockholder Approval”)Merger and adopt this Agreement. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Partiesand the Purchaser, constitutes a legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization or reorganization, moratorium and other similar Laws affecting the enforcement of creditors’ rights generally or by and subject to the effect of general principles of equity, whether considered in a proceeding in equity or at law). (b) The Company Board, at is not a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair party to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified any stockholder rights plan or withdrawn in any way, except as may be permitted by Section 5.2“poison pill” agreement. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary corporate power By virtue of the approval of the Merger and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Mergers and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company Stockholders and the consummation by the Company without any further action of the Mergers and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part any of the Company Stockholders or the Company, Elkay Interior Systems International, Inc., a Delaware corporation, is hereby appointed as the Stockholder Representative and no other corporate proceedings as the true and lawful attorney-in-fact and exclusive agent under this Agreement. The Stockholder Representative shall have such power and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and the Related Agreements, including the full power and authority on the part behalf of the Company are necessary Stockholders to: (i) consummate the Transactions, (ii) execute the Related Agreements and make all decisions required or allowed to approve be made by the Stockholder Representative pursuant to the Related Agreements, (iii) prepare and cause the Company to deliver the Estimated Adjustment Statement pursuant to Section 4.2(a), negotiate with Purchaser regarding any Proposed Adjustments, and otherwise take all other actions contemplated to be taken by the Stockholder Representative under Section 4.2, (iv) from and after the Closing, execute and deliver any amendment or waiver to this Agreement or any Related Agreement, (v) deliver all notices required to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been duly executed and be delivered by the Company andStockholders under this Agreement, assuming the due authorization, execution and delivery (vi) receive all notices required to be delivered by the Parent Parties, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except Purchaser to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors any of the Company were presentStockholders under this Agreement or any Related Agreement, duly and unanimously adopted resolutions (ivii) determining that the terms receive service of process in connection with any claims under this Agreement, the Mergers and the (viii) take all other transactions contemplated hereby are fair actions to and in the best interests be taken by or on behalf of the Company and its stockholders, (ii) approving and declaring advisable Stockholders that the Stockholder Representative may deem necessary or desirable in connection with this Agreement and the transactions contemplated herebyRelated Agreements and (ix) do each and every act and exercise any and all rights which the Company Stockholders are permitted or required to do or exercise under this Agreement. Notwithstanding the foregoing, including the Mergers, (iii) directing that this Agreement be submitted Stockholder Representative shall have no obligation to the stockholders act on behalf of the Company Stockholders, except as expressly provided herein, , and for adoption purposes of clarity, there are no obligations of the Stockholder Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedules. Such exclusive agency and proxy, and the powers, immunities and rights to indemnification granted to the Stockholder Representative Group hereunder: (i) are coupled with an interest, are therefore irrevocable without the Consent of the Stockholder Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company Stockholder, and (ivii) resolving shall survive the delivery of an assignment by any Company Stockholder of the whole or any fraction of his, her or its interest in the Escrow Shares. The Stockholder Representative shall be entitled to: (i) rely upon any signature believed by it to recommend be genuine, and (ii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Stockholder or other party. All decisions and actions by the Stockholder Representative (to the extent authorized by this Agreement or any Related Agreement) will be binding upon all of the Company Stockholders and their successors as if expressly confirmed and ratified in writing by the Company Stockholders, and no Company Stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative may resign at any time and may be removed or replaced by a majority vote of the Company Stockholders (voting in accordance with their respective Voting Common Stock as if it were still outstanding and governed by the Company’s stockholders vote Organizational Documents as in favor effect as of immediately prior to the Closing). The immunities and rights to indemnification shall survive the resignation or removal of the adoption Stockholder Representative and the Closing and/or any termination of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2Agreement. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. The Stockholder Representative shall be authorized (ai) The to resolve any disputes related to the occurrence of any Milestone on behalf of the Company has all necessary corporate power and authority Stockholders, including the authorization to execute, deliver and perform its obligations under demand arbitration or arbitration in accordance with the terms of this Agreement and to consummate comply with orders of courts and awards of arbitrators related thereto, (ii) to discuss, negotiate, resolve and fully and finally settle on behalf of the Mergers and Company Stockholders any claims for indemnification by Parent under Article VIII hereof, including the other transactions contemplated hereby. The execution, delivery and performance authorization to demand mediation in accordance with the terms of this Agreement by and to comply with orders of courts with respect to any such claim for indemnification, (iii) to take any action, including litigating, defending or enforcing any actions, and to make, deliver and sign any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement (an “Instrument”) which the Stockholder Representative determines in his or her discretion to be necessary, appropriate or desirable, and, in connection therewith (provided, however, if any individual Company Stockholder is named in such litigation, the Company and Stockholder shall have the consummation by right to tender defense), (iv) to hire or retain, at the Company of the Mergers and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part sole expense of the Company Stockholders, such counsel, investment bankers, accountants, representatives and no other corporate proceedings on professional advisors as he or she determines in his or her sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his or her rights and obligations hereunder, (v) to audit, at the part expense of the Company are necessary to approve this Agreement or to consummate the Mergers Stockholders and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, subject to the adoption of this Agreement limitations imposed by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible NotesSection 2.12(f)(2) (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers calculation and payment of the other transactions contemplated hereby are fair Royalties and Milestone *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Payment Amounts, if any, and in the best interests (vi) to receive all documents, certificates and notices and make all determinations on behalf of the Company and its stockholdersStockholders required under this Agreement. A decision, (ii) approving and declaring advisable this Agreement and act, consent or instruction of the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders Stockholder Representative shall constitute a decision of the Company for adoption Stockholders, and (iv) resolving shall be final, binding and conclusive upon the Company Stockholders, as the case may be. Any party receiving an Instrument from the Stockholder Representative shall have the right to recommend that rely in good faith upon such Instrument, and to act in accordance with the Company’s stockholders vote in favor Instrument without independent investigation. The Stockholder Representative shall promptly provide written notice to each Company Stockholder of any action taken on behalf of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated Stockholders by the Company other than Stockholder Representative pursuant to the Mergersauthority delegated to the Stockholder Representative under this Section 2.12.

Authority. (a) The Company has all necessary corporate the requisite trust power and authority to executeenter into this Amendment, deliver and perform its obligations under this Agreement and subject to the Company Shareholder Approval, to consummate the Mergers and the other transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement Amendment by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of Company, subject to the Company are necessary to approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Shareholder Approval”). This Agreement Amendment has been duly executed and delivered by the Company and, assuming and constitutes the due authorization, execution and delivery by the Parent Parties, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, assuming this Amendment is enforceable against Parent, Merger Sub and OP Merger Sub, except to the extent that enforceability as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, reorganization liquidation, conservatorship or other similar Laws laws affecting the enforcement of creditors’ rights generally or by general principles and except that the availability of equity)equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. (b) Company OP has the requisite partnership power and authority to enter into this Amendment and to consummate the transactions contemplated hereby. The execution and delivery of this Amendment by Company Board, at a meeting OP and consummation by Company OP of the transactions contemplated hereby have been duly called authorized by all necessary action on the part of Company OP. This Amendment has been duly executed and held at which all directors delivered by Company OP and constitutes the valid and binding obligation of the Company were presentOP, duly enforceable against Company OP in accordance with its terms, assuming this Amendment is enforceable against Parent, Merger Sub and unanimously adopted resolutions (i) determining OP Merger Sub, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, liquidation, conservatorship or other similar laws affecting the enforcement of creditors’ rights generally and except that the terms availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. (c) Each of Parent, Merger Sub and OP Merger Sub has the requisite corporate, limited liability company or partnership power and authority to enter into this Amendment and to consummate the transactions contemplated hereby. The execution and delivery of this AgreementAmendment by Parent, the Mergers Merger Sub and OP Merger Sub, and the other transactions contemplated hereby are fair to consummation by Parent, Merger Sub and in the best interests OP Merger Sub of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including have been duly authorized by all necessary action on the Mergerspart of Parent, (iiiMerger Sub and OP Merger Sub, except that the consummation by Parent of the filing of the Certificate of Designation and issuance of the New Parent Preferred Stock pursuant to Section 1(A) directing that of this Agreement Amendment will be submitted duly authorized by all necessary action on the part of Parent on or prior to October 17, 2006, and Parent will promptly notify the Company in writing following such action. No stockholder approval by the stockholders of Parent is required by Entity Law or the rules of the NYSE for the issuance of the New Parent Preferred Stock. This Amendment has been duly executed and delivered by Parent, Merger Sub or OP Merger Sub, as applicable, and constitutes a valid and binding obligation of Parent, Merger Sub or OP Merger Sub, as applicable, enforceable against Parent, Merger Sub or OP Merger Sub, as applicable, in accordance with its terms, assuming this Amendment is enforceable against the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any wayCompany OP, except as enforcement may be permitted limited by Section 5.2. (c) The Company Stockholder Approval bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, liquidation, conservatorship 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 only vote discretion of the holders of court before which any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to proceeding therefor may be consummated by the Company other than the Mergersbrought.

Authority. The Investment Manager shall have the following authority and obligations in connection with the Client Account to: (ai) The Company has all necessary corporate Client understands that in providing such services Investment Manager shall have, and is hereby granted, the discretionary authority, power and authority right, for the Client Account to execute, deliver (A) enter into all transactions and perform other undertakings that Investment Manager may in its obligations under this Agreement and discretion deem necessary or advisable to consummate carry out the Mergers and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company strategy of the Mergers Client Account; (B) to determine in its discretion the composition of the Assets of the Client Account, including determination of the purchase (or otherwise acquisition of), retention, or sale (or otherwise dispositions of) of the Assets and other investments contained in the Client Account, consistent with the Investment Guidelines for the Client Account; and (C) to issue orders and instructions with respect to long and short positions, on margin or otherwise, selected by Investment Manager and consistent with the Investment Guidelines for the Client Account. Notwithstanding the discretionary authority granted to the Investment Manager, the Investment Manager will obtain approval from Client prior to executing transactions in non-publicly traded securities. Investment Manager may, but is not required to, exercise options, conversion privileges, rights to subscribe to additional shares or other transactions contemplated hereby have been duly authorized by rights acquired with respect to the Assets and may, but is not required to, consent to or participate in dissolutions, bankruptcies, reorganizations, consolidations, mergers, sales, leases, mortgages, transfers or other changes affecting the Assets; (ii) Except as noted in Section 4(a)(iii), the Investment Manager may not delegate all necessary corporate action on the or part of the Company performance of duties required of it by this Agreement unless prior written approval is provided by the Client and no the Trust’s Board of Trustees, and such delegation is determined by the Trust to be made in accordance the 1940 Act and other corporate proceedings applicable law; provided, however, that even in the event that such delegation is approved, the Investment Manager shall always remain liable to the Client for its obligations; (iii) The Investment Manager may subcontract its middle and back office administrative functions not related to the discretionary investment, advisory and other rights, powers and functions hereunder to any third party without further written consent of the Client; and (iv) Nothing in this Agreement shall prevent Investment Manager or any director, officer, employee or affiliate thereof from acting as investment advisor or sub-advisor for any other person, firm, corporation or other entity, or from engaging in any other lawful activity, and shall not in any way limit or restrict Investment Manager or any of its directors, officers, managers, controlling persons, employees or affiliates from buying, selling or trading any securities for their own accounts or for the accounts of other for whom they may be acting; provided, however, that Investment Manager will not undertake activities that, in its judgment, will materially adversely affect the performance of its obligation under this Agreement. The parties acknowledge that the advice of Investment Manager to other clients and the action of Investment Manager for those other clients are frequently premised not only on the part merits of a particular investment but on the Company are necessary suitability of that investment for the particular investor in light of its applicable investment guidelines and other relevant circumstances, and, thus, any action of Investment Manager with respect to approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subjectClient Account, in connection with a particular investment may differ from either the case recommendation, advice, and/or actions of the consummation of the MergersInvestment Manager to, or on behalf of, other clients. Investment Manager may give advice or take action with respect to the adoption Client Account which may differ from advice given or timing or nature of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled action taken with respect to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company andother clients, assuming the due authorizationso long as Investment Manager, execution and delivery by the Parent Parties, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except written policy to the extent that enforceability practical, allocates any limited investment opportunities to all clients over a period of time on an equitable basis. Investment Manager, its affiliates and personnel may be limited by applicable bankruptcychoose to manage and invest their personal portfolios differently than those of clients, insolvency, moratorium, reorganization and may have investments or make investment transactions in the same or similar Laws affecting the enforcement of creditors’ rights generally or securities held by general principles of equity)clients. (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company Each CBRG Party has all necessary corporate the requisite exempted company, corporate, limited liability company or other similar power and authority to executeexecute and deliver this Agreement and each Ancillary Document to which it is or will be a party, deliver and to perform its obligations under this Agreement hereunder and thereunder, and, subject to the receipt of, in the case of CBRG, the Required CBRG Shareholder Approval and, as applicable, the approvals and consents to be obtained pursuant to Section 5.23, in the case of HoldCo, the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, in the case of CBRG Merger Sub, the approvals and consents to be obtained by CBRG Merger Sub pursuant to Section 5.10, and in the case of Company Merger Sub, the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, in each case to consummate the Mergers transactions contemplated hereby and thereby. Subject to the receipt of the Required CBRG Shareholder Approval and, as applicable, the approvals and consents to be obtained pursuant to Section 5.23, and the other transactions contemplated hereby. The executionapprovals and consents to be obtained by HoldCo (pursuant to Section 5.9), CBRG Merger Sub (pursuant to Section 5.10) and Company Merger Sub (pursuant to Section 5.11), the execution and delivery and of this Agreement, the Ancillary Documents to which a CBRG Party is or will be a party, the performance of this Agreement by the Company a CBRG Party’s obligations hereunder and thereunder, and the consummation by the Company of the Mergers and the other transactions contemplated hereby and thereby have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by all necessary corporate exempted company, corporate, limited liability company or other similar action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)such CBRG Party. This Agreement has been and each Ancillary Document to which a CBRG Party is or will be a party has been or will be, upon execution thereof, duly and validly executed and delivered by such CBRG Party and constitutes or will constitute, upon execution thereof, as applicable, a valid, legal and binding agreement of such CBRG Party (assuming this Agreement has been and the Ancillary Documents to which such CBRG Party is or will be a party are or will be, upon execution thereof, as applicable, duly authorized, executed and delivered by the Company andother Persons party hereto or thereto, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid and binding obligation of the Companyas applicable), enforceable against the Company such CBRG Party in accordance with its their terms (except subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar other Laws affecting generally the enforcement of creditors’ rights generally or by and subject to general principles of equity). (b) . The Company BoardRequired CBRG Shareholder Approval, at a meeting duly called and held at which all directors of the Company were presenttogether with, duly and unanimously adopted resolutions (i) determining that the terms of this Agreementas applicable, the Mergers approvals and the other transactions contemplated hereby consents to be obtained pursuant to Section 5.23, are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote votes or consents of the holders of any class or series of Equity Securities of CBRG required to approve and adopt this Agreement, the Company’s capital stock Ancillary Documents to which CBRG is or other securities required in connection with is contemplated to be a party, the performance of the obligations of the CBRG hereunder and thereunder and the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than (including the Mergers).

Authority. (a) The Company has AILIC authorizes AAGS on an exclusive basis, and AAGS accepts such authority, subject to the registration requirements of the 1933 Act and the 1940 Act and the provisions of the 1934 Act, to be the distributor and principal underwriter of the Contracts. AILIC hereby authorizes AAGS to solicit Applications and Premiums directly from customers and prospective customers and to select all necessary corporate persons who will be authorized to engage in solicitation activities with respect to the Contracts, such selection activity to include the recruitment and appointment of third parties as Distributors which in turn may be authorized as Intermediary Distributors to engage in solicitation activities involving the solicitation of Applications and Premiums directly from customers and prospective customers and/or as Intermediary Distributors to recruit other third parties to act as Distributors, in each case as AAGS and AAGI may in their sole discretion so provide or limit. AAGS shall enter into separate written sales agreements with such Distributors. Such sales agreements shall be substantially in the form attached to this Agreement as Exhibit A, but may include such additional or alternative terms and conditions that are not otherwise inconsistent with this Agreement, subject to AILIC's review and prior written consent, which consent shall not be unreasonably withheld. AAGS is hereby vested with power and authority to executeselect and recommend AAGS Representatives, deliver and perform its obligations under this Agreement and to consummate authorize a Distributor to select and recommend Distributor Representatives, for appointment as agents of AILIC, and only Representatives so recommended by AAGS or a Distributor shall become agents of AILIC with authority to engage in solicitation activities with respect to the Mergers and the other transactions contemplated herebyContracts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company AAGS shall be solely responsible for background investigations of the Mergers AAGS Representatives to determine their qualifications, good character, and moral fitness to sell the Contracts. AILIC shall appoint in the appropriate states or jurisdictions such selected and recommended agents, provided that AILIC reserves the right, which right shall not be exercised unreasonably, to refuse to appoint as agent any AAGS Representative or Distributor Representative, or, once appointed, to terminate the same at any time with or without cause. No other transactions contemplated hereby individuals, persons or entities shall have been duly authorized authority to engage in solicitation activities with respect to the Contracts, unless expressly approved in writing 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 approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subjectAAGS, in the case of the consummation of the Mergersits sole discretion, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited permitted by the following paragraph. AAGS shall use its best efforts to market the Contracts actively, directly or through Distributors, subject to applicable bankruptcymaterial market and regulatory conditions. AAGS and AAGS Representatives shall not have authority, insolvencyand shall not grant authority to Distributors or Distributor Representatives, moratoriumon behalf of AILIC: to make, reorganization alter or similar Laws affecting discharge any Contract or other contract entered into pursuant to a Contract; to waive any Contract forfeiture provision; to extend the enforcement time of creditors’ rights generally paying any Premium; or by general principles to receive any monies or Premiums (except for the sole purpose of equityforwarding monies or Premiums to AILIC). (b) The Company Board. AAGS shall not expend, at a meeting duly called and held at which all directors of nor contract for the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreementexpenditure of, the Mergers and the funds of AILIC. AAGS shall not possess or exercise any authority on behalf of AILIC other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing than that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated expressly conferred on AAGS by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary corporate the requisite organizational power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and hereunder and, subject to receipt of the Company Shareholder Approval, to consummate the Mergers transactions contemplated by this Agreement. Except for the Company Shareholder Approval and the other transactions contemplated hereby. The executionCompany Unaffiliated Shareholder Approval (as required pursuant to the terms of this Agreement), the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company. Except for approvals that have been previously obtained, the Company and Shareholder Approval, the Company Unaffiliated Shareholder Approval, no other corporate proceedings votes or approvals on the part of the Company are necessary to approve this Agreement or to consummate the Mergers transactions contemplated hereby. The Company Board (upon recommendation by the Company Special Committee) at a duly held meeting has, by unanimous vote of the directors present and voting (i) duly and validly authorized the execution and delivery of this Agreement and declared advisable the consummation of the Merger and the other transactions contemplated hereby, subject(ii) directed that the Merger be submitted for consideration at the Company Shareholder Meeting, and (iii) resolved to recommend that the Company Shareholders vote in the case favor of the consummation of the Mergers, to the adoption and approval of this Agreement by and the holders of at least sixty percent approval of the total voting power of all outstanding securities of Merger and the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) other transactions contemplated hereby (the “"Company Stockholder Approval”). Board Recommendation") and to include such recommendation in the Joint Proxy Statement, subject to Section 6.6. (b) This Agreement has been duly and validly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery by the Parent Parties, and Merger Sub) constitutes a legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that insofar as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization or reorganization, moratorium and similar Laws relating to or affecting the enforcement of creditors’ ' rights generally or and by general principles of equityequity (regardless of whether such enforceability is considered in a proceeding in equity or at Law)). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has and its Subsidiaries have all necessary corporate requisite corporate, limited partnership, limited liability company or other entity power and authority to executeexecute and deliver this Agreement and each Ancillary Document to which it is or will be a party, deliver and to perform its obligations under this Agreement hereunder and thereunder (subject to obtaining the Interim Order, Final Order and Company Required Approval) and to consummate the Mergers Transactions. On or prior to the date of this Agreement, the Company Board has duly adopted resolutions (a) determining that this Agreement and the other transactions contemplated hereby. The Ancillary Documents to which the Company is a party and the Transactions are fair from a financial point of view to its shareholders, and in the best interests of the Company, and (b) authorizing and approving the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers this Agreement and the other transactions contemplated hereby Ancillary Documents to which the Company is a party and the Transactions. Subject to the receipt of the Interim Order, Final Order and Company Required Approval of the Company Arrangement Resolution, the execution and delivery of this Agreement, the Ancillary Documents to which the Company is or will be a party and the consummation of the Transactions have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by all necessary corporate (or other similar) action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement and each Ancillary Document to which the Company is or will be a party has been or will be, upon execution thereof, as applicable, duly and validly executed and delivered by the Company andand constitutes or will constitute, assuming the due authorization, upon execution and delivery thereof, as applicable, a valid, legal and binding agreement of the Company (assuming that this Agreement and the Ancillary Documents to which the Company is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the Parent Parties, constitutes a valid and binding obligation of the Companyother Persons party thereto), enforceable against the Company in accordance with its terms (except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar other Laws affecting generally the enforcement of creditors’ rights generally or by general principles of equity). (b) The Company Boardrights, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and that the transactions contemplated herebyavailability of equitable remedies, including the Mergersspecific performance, (iii) directing that this Agreement be submitted is subject to the stockholders discretion of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, court before which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as proceeding thereof may be permitted by Section 5.2brought). (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and to consummate the Mergers and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action action, and no other corporate proceeding on the part of the Company and no other corporate proceedings on the part of the Company are is necessary to approve authorize this Agreement or to consummate the Mergers and the transactions so contemplated (other transactions contemplated hereby, subject, in the case than adoption of the consummation “agreement of merger” (as such term is used in Section 251 of the Mergers, to the adoption of DGCL) contained in this Agreement by the holders of at least sixty percent of the total a majority in combined voting power of all the outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) Shares (the “Company Stockholder ApprovalRequisite Vote”), and the filing with the Secretary of State of the State of Delaware of the Certificate of Merger 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 Parent Partiesand Purchaser, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms (except terms, subject to the extent that enforceability may be limited by applicable effects of bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and other similar laws relating to or similar Laws affecting the enforcement of creditors’ rights generally generally, general equitable principles (whether considered in a proceeding in equity or by general principles at law) and any implied covenant of equity)good faith and fair dealing. (b) The making of any offer and proposal and the taking of any other action by Parent or Purchaser in accordance with this Agreement and the transactions contemplated hereby have been consented to by the Company BoardBoard under provisions of the confidentiality agreement, dated November 10, 2006, between Parent and the Company (the “Confidentiality Agreement”). The Company Board (at a meeting or meetings duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions held) has unanimously: (i) determining determined that the terms of this Agreement, the Mergers Offer and the other transactions contemplated hereby Merger are advisable and fair to and in the best interests of of, the Company and its stockholders, ; (ii) approving adopted and declaring advisable approved this Agreement and the transactions contemplated hereby, including “agreement of merger” (as such term is used in Section 251 of the Mergers, DGCL) contained in this Agreement; (iii) directing directed that the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement be submitted to the stockholders of the Company for adoption (unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.7); and (iv) resolving resolved to recommend that the Company’s stockholders vote in favor acceptance of the Offer and adoption of the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and by the transactions contemplated hereby, including stockholders of the MergersCompany (the “Company Board Recommendation”), which actions and resolutions have not not, as of the date hereof, been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Subject only to the requisite approval of the Merger and this Agreement by the stockholders of the Company, the Company has all necessary full corporate power and authority to executeexecute and deliver this Agreement and the other agreements which are attached (or forms of which are attached) as exhibits hereto (the "Ancillary Agreements") to which the Company is a party, deliver and to perform its obligations under this Agreement hereunder and thereunder and to consummate the Mergers transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and Ancillary Agreements to which the Company is a party and the other consummation by the Company of the transactions contemplated hereby. The hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary action by the board of directors of the Company, and no other action on the part of the board of directors of the Company is required to authorize the execution, delivery and performance of this Agreement by and the Ancillary Agreements to which the Company is a party and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been duly 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 approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)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 hereof by the Parent PartiesAcquiror, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms (respective terms, except to as the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium or other similar Laws affecting relating to the enforcement of creditors’ ' rights generally or and by general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and to consummate the Mergers and the other transactions contemplated herebyby this Agreement. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other 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 and no stockholder votes are necessary to approve authorize this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, hereby other than as provided in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)Section 3.20. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except terms, subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization reorganization, moratorium and similar laws of general applicability relating to or similar Laws affecting the enforcement of creditors’ rights generally or by and to general principles of equity)equity principles. (b) The Company Board, by resolutions duly adopted by unanimous vote of the directors present at a meeting duly called and held at which all directors of and not subsequently rescinded or modified in any way (the “Company were presentBoard Approval”), has duly and unanimously adopted resolutions (i) determining declared that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, hereby (including the MergersMerger) are advisable, (ii) approved and adopted this Agreement and (iii) directing resolved to recommend (subject to Section 5.3(a)) that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that consideration by the Company’s stockholders vote in favor of the adoption accordance with this Agreement. The Company Board Approval constitutes approval of this Agreement as required under any applicable state takeover Law and no such state takeover Law is applicable to the Merger or the other transactions contemplated hereby, including including, without limitation, the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn restrictions on business combinations contained in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote 203 of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the MergersDGCL.

Authority. (a) The Company Each of Parent and the Purchaser has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and to consummate the Mergers and the other transactions contemplated hereby, including the Merger. The execution, execution and delivery and performance of this Agreement by each of Parent and the Company Purchaser and the consummation by Parent and the Company Purchaser of the Mergers and the other transactions contemplated hereby hereby, including the Merger, have been duly authorized by all necessary corporate action on the part of the Company action, and no other corporate proceedings on the part of Parent or the Company Purchaser and no votes of their respective equityholders are necessary to approve authorize this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subjectsubject to, in the case of the consummation of Merger, the Mergers, to the approval and adoption of this Agreement and the Merger Agreement (immediately following the execution of this Agreement) by Parent as the holders of at least sixty percent sole holder of the total voting power of all outstanding securities Equity Interests of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)Purchaser. This Agreement has been duly and validly executed and delivered by Parent and the Company andPurchaser, and assuming the due authorization, execution and delivery by the Parent PartiesCompany, constitutes a the valid and binding obligation of Parent and the CompanyPurchaser, enforceable against Parent and the Company Purchaser in accordance with its terms terms, except that (except to the extent that enforceability i) such enforcement may be limited by subject to applicable bankruptcy, insolvencyinsolvency or other similar Laws, moratoriumnow or hereafter in effect, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving the remedy of specific performance and declaring advisable this Agreement injunctive and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement other forms of equitable relief may be submitted subject to equitable defenses and to the stockholders discretion of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, court before which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as Proceeding therefor may be permitted by Section 5.2brought. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Statutory Merger Agreement and the other Transaction Documents to which it is (or will be) party and to consummate the Mergers Transactions in accordance with the terms of this Agreement, the Statutory Merger Agreement and the other transactions contemplated herebyTransaction Documents. The execution, execution and delivery and performance of this Agreement, the Statutory Merger Agreement by and the other Transaction Documents to which the Company is (or will be) party and the consummation by the Company of the Mergers and the other transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of the Company Company, and except for (i) obtaining the Written Consent and (ii) executing and delivering the Statutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act, no other corporate proceedings action on the part of the Company are is necessary to approve authorize the execution, delivery and performance of this Agreement, the Statutory Merger Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in Transaction Documents to which the case of Company is (or will be) party or the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)Transactions. This Agreement has been been, and each other Transaction Document that the Company is (or will be) party to has been, or will be as of the Effective Time, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Partiesother Parties hereto or thereto, as applicable, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except to the extent that as enforceability may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization or reorganization, moratorium and similar Laws of general applicability relating to or affecting the enforcement of creditors’ rights generally or by and to general equity principles of equity(the “Bankruptcy and Equity Exceptions”). (b) The Company Board, at a meeting duly called and held at which all directors affirmative votes of the holders of at least seventy-five percent (75%) of the aggregate voting rights of the issued and outstanding Shares entitled to vote thereon is the only vote of the holders of Shares or other Equity Securities necessary to adopt and approve this Agreement under applicable Law and the Company’s Constitutive Documents (the “Requisite Shareholder Approval”), and, under the Bermuda Companies Act and the Company’s Constitutive Documents, the Requisite Shareholder Approval may be given by consent of the holders of Shares in lieu of a meeting. (c) The Company were presentBoard has, by resolutions duly and unanimously adopted resolutions adopted, (i) determining determined that the Per Preference Share Merger Consideration constitutes fair value for each Preference Share in accordance with the Bermuda Companies Act, (ii) determined that the Per Common Share Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act, (iii) determined that the terms of this Agreement, the Mergers Statutory Merger Agreement and the other transactions contemplated hereby Transactions are fair to and in the best interests of the Company and its stockholdersshareholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving approved and declared advisable the execution, delivery and performance of this Agreement, the Statutory Merger Agreement, the other Transaction Documents and the consummation of the Merger and the other Transactions and (v) resolved to recommend that the Company’s stockholders shareholders vote in favor of the adoption and approval of this Agreement, the Statutory Merger Agreement and the transactions contemplated hereby, including Merger. None of the Mergers, which aforesaid resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2withdrawn. (cd) The Company Stockholder Approval is the only vote of the holders of No restrictions on business combinations or any class or series of the Company’s capital stock other “fair price,” “moratorium,” “control share acquisition” or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class similar statute or series of the Company’s capital stock regulation (“Takeover Statutes”) applies or other securities is required in connection with the consummation of any of the transactions contemplated hereby purports to be consummated by apply to the Company with respect to the Merger, this Agreement or any other than the MergersTransaction.

Authority. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and to consummate the Mergers and the other transactions contemplated herebyby this Agreement. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other 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 approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to than the adoption of this Agreement by the affirmative vote of the holders of at least sixty percent a majority of the total voting power of all outstanding securities of the Company generally Shares entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”thereon). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the Parent PartiesAcquiror, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except terms, subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization reorganization, moratorium and similar laws of general applicability relating to or similar Laws affecting the enforcement of creditors’ rights generally and to general equitable principles (regardless of whether such enforceability is considered in equity or by general principles of equityat law). (b) The Company Board, By resolutions duly adopted at a meeting of the Company Board duly called and held at which all directors on December 13, 2005, by the unanimous vote of the Company were presentBoard required to do so pursuant to the Company Certificate and the applicable provisions of the DGCL, the Company Board has duly and unanimously adopted resolutions (i) determining declared this Agreement advisable and determined that the terms of this Agreement, the Mergers and the other transactions contemplated hereby (including the Holding Company Merger) are fair to and in the best interests of the Company and its stockholdersshareholders, (ii) approving approved and declaring advisable adopted this Agreement and the transactions contemplated herebyCompany Voting Agreements by the affirmative vote of a majority of the members of the Company Board, including the Mergers, and (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving resolved to recommend that the Company’s stockholders shareholders of the Company vote in favor of for the adoption of this Agreement (the “Company Board Approval”). A true and correct copy of such resolutions, certified by the transactions contemplated herebyCompany’s corporate secretary, including the Mergerswill be furnished to Acquiror and none of such resolutions has been rescinded or revoked, which resolutions have not been subsequently rescindedin whole or in part, or modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) . The Company Stockholder Board Approval is constitutes approval of this Agreement for purposes of Section 203 of the DGCL and represents the only vote action necessary to ensure that the restrictions of Section 203 of the holders DGCL do not apply to the execution and delivery of any class this Agreement, the Company Voting Agreements or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Holding Company other than the MergersMerger.

Authority. (a) The execution and delivery by Company and Parent of this Agreement and of all of the agreements to be executed and delivered by Company and Parent pursuant hereto (collectively, the “Company Documents”), the performance by Company and Parent of its or his respective obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by Parent and have been duly and validly authorized by all necessary corporate action on the part of Company, and Company has all necessary corporate power and corporate authority with respect thereto, subject to executeapproval of the Merger by Company’s stockholders. This Agreement is, deliver and perform its obligations under this Agreement when executed and to consummate the Mergers delivered by Company and Parent, each of the other transactions contemplated hereby. agreements to be delivered by either or both of them pursuant hereto will be, the valid and binding obligations of Company and Parent, to the extent they are parties thereto, in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of creditors generally and subject to the rules of law governing (and all limitations on) specific performance, injunctive relief, and other equitable remedies. (b) The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers Merger by Company require no material actions in respect of, or filing with, any governmental body, agency, official or authority other than (i) the filing of the Certificate of Merger in accordance with Delaware Law; (ii) the filing with the Securities and Exchange Commission (“SEC”) of the Proxy Statement (as defined in Section 4.7); or (iii) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended, and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company rules and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) regulations promulgated thereunder (the “Company Stockholder ApprovalExchange Act”). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor expiration or termination of the adoption applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of this Agreement and 1976, as amended (the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2“HSR Act”). (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Mergers and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been duly 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 approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the MergersMerger, to (i) if required by Delaware Law, the adoption of this Agreement by the holders of at least sixty percent of the total a majority in combined voting power of all the outstanding securities shares of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) Common Stock (the “Company Stockholder Approval”), and (ii) to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Partiesand Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvencyinsolvency (including, all laws related to fraudulent transfers), moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equityequity (regardless of whether enforcement is considered in a proceeding in equity or at Law). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers Offer, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its Company’s stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the MergersOffer and the Merger, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and approval (unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 7.3(c)) and (iv) resolving to recommend that the Company’s stockholders vote in favor of accept the adoption of Offer, tender their shares pursuant to the Offer and, if required by Delaware Law, adopt this Agreement and the transactions contemplated hereby, including the MergersAgreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.27.2. The Company Board, at a meeting duly called and held, has unanimously approved the grant of the Top-Up Option pursuant to this Agreement. (c) The In the event that Section 253 of the DGCL is inapplicable and unavailable to effectuate the Merger, the Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this AgreementMerger. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the MergersMerger.

Authority. NO CONFLICTS. (ai) The Company Parent has all necessary requisite corporate power and corporate authority to execute, deliver and perform its obligations under enter into this Agreement and to consummate the Mergers and the other transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been duly 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 approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)Parent. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution Parent and delivery by the Parent Parties, constitutes a valid and binding obligation agreement of the CompanyParent, enforceable against the Company it in accordance with its terms (terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium and other similar laws relating to or similar Laws affecting the enforcement of creditors’ rights generally creditors generally, or by general equity principles (regardless of equitywhether such enforceability is considered in a proceeding in equity or at law). (bii) The Company Board, at a meeting duly called execution and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption delivery of this Agreement does not or will not, as the case may be, and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote hereby will not, result in any Violation of: (A) any provision of the holders Organizational Documents of Parent or any class of its Material Subsidiaries or series (B) except as could not reasonably be expected to have a Material Adverse Effect on Parent or material impair or delay the ability of Parent to consummate the Company’s capital stock transactions contemplated hereby and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other securities agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent, any of its Material Subsidiaries or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clause (x) of Section 3.1(c)(iii), (B) filings with Governmental Entities administering, and the expiration of applicable waiting periods under, applicable antitrust and other competition laws in any applicable jurisdictions may be required, (C) any filings required to be made or consents that have to be obtained or arrangements that have to be made in order to ensure that the United States government or any agency thereof will not challenge the consummation of the transactions contemplated hereby on national security grounds and (D) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain could not reasonably be consummated by expected to have a Material Adverse Effect on Parent or materially impair or delay the Company other than ability of Parent to consummate the Mergerstransactions contemplated hereby.

Authority. (a) The Company has all necessary corporate requisite power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and to consummate the Mergers and the other transactions contemplated hereby, including the Merger, subject to receipt of the Company Stockholder Approval and any regulatory approvals referenced in Section 3.5(a) of the Company Disclosure Letter. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby hereby, including the Merger, have been duly and validly authorized by all necessary requisite corporate action on the part of the Company action, and no other corporate proceedings on the part of the Company Company, and no stockholder votes are necessary to approve authorize the execution, delivery and performance of this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subjectother than, in the case of the consummation of the Mergers, with respect to the adoption of this Agreement by Merger, the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Partiesand Merger Sub, constitutes a the legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except that (except to the extent that enforceability i) such enforcement may be limited by subject to applicable bankruptcy, insolvencyinsolvency or other similar Laws, moratoriumnow or hereafter in effect, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles and (ii) the remedy of equity). (b) specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. The Company Board, at a meeting duly called and held at which all directors prior to the execution and delivery of the Company were presentthis Agreement, duly and unanimously adopted resolutions (i) determining that the terms of approving and adopting this Agreement, the Mergers Merger and the other transactions contemplated hereby by this Agreement, (ii) approving the Voting Agreements, (iii) declaring that this Agreement and the Merger are fair to and advisable and in the best interests of the Company and its the Company’s stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iiiiv) directing that the adoption of this Agreement be submitted to the stockholders a vote at a meeting of the Company for adoption Company’s stockholders, (v) directing that the Proxy Statement be filed with the SEC and (ivvi) resolving to recommend recommending that the Company’s stockholders vote in favor of the adoption of adopt this Agreement and the transactions contemplated hereby, including the MergersAgreement, which resolutions resolutions, except to the extent expressly permitted by Section 5.5, have not been subsequently rescinded, modified or withdrawn by the Company Board in any way, except as may be permitted by Section 5.2. (cb) The Assuming the accuracy of Section 4.7, the approval of the Merger by the Company Stockholder Approval is Board referred to in Section 3.3(a) constitutes the only vote of action necessary to render inapplicable to this Agreement, the holders of any class or series of Voting Agreements, the Company’s capital stock or Merger, the other securities required in connection with the consummation of the transactions contemplated by this Agreement, including the transactions under the Voting Agreements, and compliance with the terms of this Agreement, the restrictions on “business combinations” (as defined in Section 203 of the DGCL) set forth in Section 203 of the DGCL to the extent, if any, such restrictions would otherwise be applicable to this Agreement, the Voting Agreements, the Merger, the other transactions contemplated by this Agreement, including transactions under the Voting Agreements, or compliance with the terms of this Agreement. No vote of other state takeover or similar statute or regulation is applicable to this Agreement, the holders of any class Voting Agreements, the Merger, the other transactions contemplated by this Agreement or series of the Company’s capital stock or other securities is required in connection compliance with the consummation terms of any of the transactions contemplated hereby to be consummated by the Company other than the Mergersthis Agreement.

Authority. (a) The Company has all necessary requisite corporate power and authority necessary to executeexecute and deliver this Agreement, deliver and to perform (subject to the conditions contained herein) its obligations under this Agreement hereunder and to consummate the Mergers and the other transactions contemplated hereby, including the Merger. The executionCompany Board, delivery at a meeting duly called and performance held, has by unanimous vote (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of the Company stockholders, (ii) approved, adopted and declared advisable this Agreement and the transactions contemplated thereby, including the Merger, (iii) directed that this Agreement be submitted to the stockholders of the Company for its adoption at a meeting of the Company stockholders for the purpose of adopting this Agreement (including any adjournment or postponement thereof, the “Company Stockholders Meeting”) and (iv) resolved to recommend that this Agreement be adopted by the holders of the Company Shares. Except for the adoption of this Agreement by the Company and the consummation by the Company affirmative vote of the Mergers and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part holders of a majority in voting power of the outstanding Company Shares entitled to vote thereon (the “Company Stockholder Approval”), and assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.22, no other corporate proceedings on the part of the Company are necessary to approve adopt this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery by the Parent Partiesand Merger Sub, constitutes a legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any wayterms, except as may be permitted limited by Section 5.2bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and to general equitable principles, including specific performance and injunctive and other forms of equitable relief (the “Enforceability Exceptions”). (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary requisite corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and any Ancillary Agreements to which it is a party and, subject to receipt of the Required Shareholder Vote, to consummate the Mergers and the other transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement by and any Ancillary Agreements to which the Company is a party and the consummation by the Company of the Mergers 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 Company, and no other further corporate proceedings action is necessary on the part of the Company are necessary to approve authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the Mergers Merger, and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)hereby or thereby. This Agreement has and each of the Ancillary Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Partiesother parties hereto and thereto, constitutes a constitute valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms (except their terms, subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity)Bankruptcy and Equity Exception. (b) The Company BoardWithout limiting the generality of the foregoing, the Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were presentheld, duly and or acting by written consent, has unanimously adopted resolutions (i) determining determined that the terms of this Agreement, the Mergers Merger and the other transactions contemplated hereby are advisable, fair to to, and in the best interests of of, the Company and its stockholdersthe holders of Company Capital Stock, (ii) approving approved and declaring advisable adopted this Agreement, the Ancillary Agreements to which the Company is a party, the Merger, and the other transactions contemplated hereby and thereby in accordance with the provisions of the DGCL and the Charter Documents, (iii) directed that this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement Merger be submitted to the stockholders of the Company Stockholders for adoption their approval and adoption, and (iv) resolving to recommend recommended that the Company’s stockholders Company Stockholders vote in favor of the approval and adoption of this Agreement Agreement, the Merger and the other transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The affirmative vote or consent of (i) the holders of a majority of the outstanding shares of Company Capital Stock, voting together as a single class and on an as-converted basis and (ii) a majority of the outstanding shares of Series A Preferred Stock, voting together as a single class and on an as-converted basis (the “Required Stockholder Approval Vote”) is the only vote of the holders of any class or series of Company Capital Stock necessary under the Company’s capital stock or other securities required in connection with Charter Documents and applicable Law (including the consummation of the transactions contemplated by DGCL) to approve this Agreement. No vote of , the holders of any class Ancillary Agreements to which the Company is or series of will be a party, the Company’s capital stock or other securities is required in connection with Merger and to consummate the consummation of any of the transactions transaction contemplated hereby to be consummated by the Company other than the Mergersand thereby.

Authority. (a) The Company Each Seller Party has all necessary corporate power and authority to executeenter into this Agreement and the Ancillary Agreements to which such Seller Party is or will be a party, deliver and perform to carry out its obligations under this Agreement hereunder and thereunder and to consummate the Mergers and the other transactions contemplated herebyTransactions. The execution, execution and delivery and performance by each Seller Party of this Agreement and any Ancillary Agreement to which such Seller Party is a party, the performance by the Company such Seller Party of its obligations hereunder and thereunder and the consummation by the Company such Seller Party of the Mergers and the other transactions contemplated hereby Transactions have been duly authorized by all necessary corporate requisite action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)such Seller Party. This Agreement has been duly executed and delivered by the Company and, each Seller Party and (assuming the due authorization, execution and delivery by the Parent Parties, Buyer) this Agreement constitutes a legal, valid and binding obligation of the Companysuch Seller Party, enforceable against the Company each such Seller Party in accordance with its terms (terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar Laws affecting the enforcement of creditors’ rights generally or and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity). When each of the Ancillary Agreements to which a Seller Party is a party has been duly executed and delivered by such Seller Party (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement shall constitute a legal and binding obligation of such Seller Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity). (b) The Company Board, at At a meeting duly called and held at which all held, Seller’s board of directors of the Company were present, duly and has unanimously adopted resolutions (i) determining that declared this Agreement and the Transactions, including the Equity Purchase, upon the terms of this Agreementand subject to the conditions set forth herein, the Mergers and the other transactions contemplated hereby are advisable, fair to and in the best interests of the Company Seller and its stockholders, stockholders and (ii) approving and declaring advisable approved this Agreement Agreement, the Ancillary Agreements and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote Transactions in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2accordance with applicable Law. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of Capital Stock of Seller is necessary to approve or adopt this Agreement or to otherwise consummate the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the MergersTransactions.

Authority. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and to consummate the Mergers and the other transactions contemplated hereby, including the Merger, subject to obtaining the Company Shareholder Approval. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby hereby, including the Merger, have been duly authorized by all necessary corporate action on the part of the Company action, and no other corporate proceedings on the part of the Company and no shareholder votes or written consents are necessary to approve authorize this Agreement or to consummate the Mergers transactions contemplated hereby other than the Company Shareholder Approval and the other transactions contemplated hereby, subject, in the case filing of the consummation Agreement of Merger with the Secretary of the Mergers, to the adoption State of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)California. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Partiesand Merger Sub, constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except that (except to the extent that enforceability i) such enforcement may be limited by subject to applicable bankruptcy, insolvencyinsolvency or other similar Laws, moratoriumnow or hereafter in effect, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles and (ii) the remedy of equity)specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company Board, at At a meeting duly called and held at which all directors of prior to the Company were present, duly execution and unanimously adopted resolutions (i) determining that the terms delivery of this Agreement, the Mergers Company Board adopted resolutions by which the Company Board unanimously (i) determined that the Merger and the other transactions contemplated hereby by this Agreement are fair to and in the best interests of the Company and its stockholdersshareholders, (ii) approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby, in accordance with the requirements of the CGCL, and (iii) subject to the terms and conditions of this Agreement, recommended that the Company’s shareholders vote their Shares in favor of approving and declaring advisable this Agreement and the transactions contemplated herebyMerger, including the Mergersand, (iii) directing that this Agreement be submitted to the stockholders as of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor date of this Agreement, none of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated aforesaid actions by the Company other than the MergersBoard has been amended, rescinded or modified.

Authority. (a) The Company has all necessary full corporate power and authority to executeexecute and deliver this Agreement, deliver and each of the Ancillary Agreements to which it will be a party, and, subject to obtaining the Company Stockholder Approval of the Merger if required by the DGCL, to perform its obligations under this Agreement hereunder and thereunder and to consummate the Mergers and the other transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement by and each of the Ancillary Agreements to which the Company will be party and the consummation by the Company of the Mergers and the other transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part Company Board. Except for obtaining Company Stockholder Approval of the Company and Merger if required by the DGCL, no other corporate proceedings on the part of the Company are necessary to approve authorize the execution, delivery or performance of this Agreement or any Ancillary Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)Transactions. This Agreement has been been, and upon their execution and delivery each of the Ancillary Agreements to which the Company will be a party will have been, duly executed and delivered by the Company andCompany. This Agreement constitutes, assuming the due authorization, and upon their execution and delivery by each of the Parent PartiesAncillary Agreements to be entered into after the date hereof to which the Company will be a party, constitutes a will as of the date of delivery constitute, the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity)their respective terms. (b) The Company Board, at a meeting thereof duly called called, and held at which all directors of the Company were presenton June 7, duly and unanimously adopted resolutions 2009, (i) determining that approved the Offer, this Agreement, the Merger, the Ancillary Agreements to which it is a party and the Transactions, upon the terms and subject to the conditions set forth in this Agreement, and declared the advisability thereof in accordance with the DGCL, (ii) determined to recommend to the Stockholders acceptance of the Offer, (iii) determined, in the event that a meeting of the stockholders is required by Law to approve the Merger, to recommend to the Stockholders the approval of this Agreement, the Mergers Merger and the other transactions contemplated hereby are fair to and in the best interests Transactions, (iv) determined that such approval constitutes approval of the Company and its stockholdersOffer, (ii) approving and declaring advisable this Agreement and the transactions contemplated herebyMerger for all purposes of Section 203 of the DGCL, including the Mergers, and (iiiv) directing that this Agreement be submitted approved and adopted an amendment to the stockholders terms of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Rights Agreement and took all other actions necessary to render the transactions contemplated hereby, including Company Rights Agreement inapplicable to the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted acquisition of Company Shares by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by Parent and Merger Sub pursuant to this Agreement. No vote of , the holders of any class or series of Offer and the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the MergersMerger.

Authority. (a) The Company has all necessary requisite corporate power and authority to execute, deliver and perform its obligations under enter into this Agreement and to consummate the Mergers and the other transactions contemplated hereby. The execution, delivery and performance subject, in the case of consummation of the Merger, to obtaining the adoption of this Agreement by the Company Company’s stockholders as contemplated in Section 5.2. The execution and delivery of this Agreement and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings further action is required on the part of the Company are necessary to approve authorize the execution and delivery of this Agreement or to consummate the Mergers Merger and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, subject only to the adoption of this Agreement by the Company’s stockholders as contemplated by Section 5.2 and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of the holders of at least sixty percent a majority of the total voting power outstanding shares of all outstanding securities Company Common Stock is the only vote of the holders of any class or series of Company capital stock necessary to adopt this Agreement and consummate the Merger and the other transactions contemplated hereby. The Board of Directors of the Company generally entitled to vote has, by resolution duly adopted by all directors present and voting at a meeting duly called and held and not subsequently rescinded or modified (except as is permitted pursuant to Section 5.3(d) hereof or for clerical or administerial modifications), duly (i) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and declared the Merger to be advisable, (ii) duly and validly approved this Agreement and the transactions contemplated thereby, including the Merger, and taken all corporate actions required to be taken by the Company’s Board of Directors to authorize the consummation of the Merger, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that such matter be submitted to the Company’s stockholders (including at the Convertible Notes) (the “Company Stockholder Approval”)Stockholders’ Meeting. This Agreement has been duly executed and delivered by the Company and, and assuming the due authorization, execution and delivery by the Parent Partiesand Merger Sub, constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except terms, subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar Laws other laws relating to or affecting the enforcement rights and remedies of creditors’ rights creditors generally or by and to general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company Seller has all necessary corporate the requisite limited liability company power and authority to execute(i) own, deliver use and operate the Purchased Assets and to carry on the Product Business as now being conducted and (ii) enter into this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations under this Agreement hereunder and thereunder and to consummate the Mergers and the other transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance of this Agreement by and the Company Ancillary Agreements to which Seller is a party and the consummation by the Company of the Mergers and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part limited liability company actions of the Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)Seller. This Agreement has been duly constitutes, and each Ancillary Agreement to which it is a party, when executed and delivered by Seller, will constitute, the Company and, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid and legally binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with its terms (except terms, subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors’ creditors rights generally or by general generally, and subject to equitable principles of equitygeneral applicability, whether considered in a proceeding at law or in equity (the “Enforceability Exceptions”). (b) The Company Board, at Each Affiliate of Seller that will enter into an Ancillary Agreement has the requisite entity power and authority to perform its obligations under each Ancillary Agreement to which it is a meeting duly called party and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and consummate the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders thereby. The execution and delivery of the Company for adoption Ancillary Agreements to which any Affiliate of Seller is a party and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated thereby have been duly authorized by this all necessary organizational actions of such Affiliate. Each Ancillary Agreement. No vote , when executed and delivered by an Affiliate of Seller that is a party thereto, will constitute the holders valid and legally binding obligation of any class or series of such Affiliate, enforceable against such Affiliate in accordance with its terms, subject to the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the MergersEnforceability Exceptions.

Authority. (a) The Company Each Seller is organized and validly existing under the laws of the jurisdiction of its organization, and has all necessary corporate or other power required to own, lease and authority to execute, deliver and perform its obligations under this Agreement operate the Purchased Assets and to consummate carry on the Mergers and Business as now conducted by such Sellers ("Conducted"). Subject only to the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company approval of the Mergers and the other transactions contemplated hereby have been duly 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 approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, Bankruptcy Court in the case of the consummation of Debtor Sellers, each Seller has the Mergers, corporate or other power and authority to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of enter into this Agreement, to enter into any and all agreements contemplated in this Agreement (the Mergers "Attendant Documents") to which it is or is intended to be a party and to consummate the other transactions contemplated hereby are fair and thereby. Subject only to and the approval of the Bankruptcy Court in the best interests case of the Company and its stockholdersDebtor Sellers, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders all of the Company for adoption Attendant Documents to which each Seller is a party, and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary and proper corporate or other action on the part of each Seller. Subject to the approval of the Bankruptcy Court in the case of the Debtor Sellers, this Agreement. No vote , and all of the holders Attendant Documents to which each Seller is a party, have been (or to the extent to be entered into on or prior to the Closing, will be) duly authorized and duly and validly executed and delivered, and constitute legal, valid and binding obligations of each Seller enforceable against each Seller in accordance with their respective terms. Each Non-Debtor Seller is duly authorized to conduct its business and is in good standing under the laws of each jurisdiction where such qualification is required. There is no pending or, to Sellers' Knowledge, threatened action for the dissolution, liquidation, insolvency or rehabilitation of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the MergersNon-Debtor Seller.

Authority. (a) The Company has all necessary corporate the requisite corporate, limited liability company or other similar power and authority to executeexecute and deliver this Agreement and each Ancillary Document to which it is or will be a party, deliver and to perform its obligations under this Agreement hereunder and thereunder, and to consummate the Mergers transactions contemplated hereby and thereby. Subject to the receipt of the Company Stockholder Approval, the execution and delivery of this Agreement, the Ancillary Documents to which the Company is or will be a party and the other consummation of the transactions contemplated herebyhereby and thereby have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by all necessary corporate (or other similar) action on the part of the Company. This Agreement and each Ancillary Document to which the Company is or will be a party has been or will be, upon execution thereof, as applicable, duly and validly executed and delivered by the Company and constitutes or will constitute, upon execution and delivery thereof, as applicable, a valid, legal and binding agreement of the Company (assuming that this Agreement and the Ancillary Documents to which the Company is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party thereto), enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). The executionCompany Stockholders set forth on Schedule I attached hereto, who will deliver Transaction Support Agreements on the date of this Agreement, constitute as of the date of this Agreement, and will constitute (including through their heirs, successors and assigns, if any) on the record date of the Company Stockholders Meeting, the holders of a sufficient amount of the voting power of the Company that will be present at the Company Stockholders Meeting to approve the execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been duly authorized by all necessary corporate action (including, without limitation, the Merger), including on a fully diluted basis assuming the part of the Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement conversion or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power exercise of all outstanding securities of the Company generally entitled to vote that are or that may be converted or exercised at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except or prior to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity)Closing. (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary corporate and each Parent have the requisite corporate, limited liability company, limited partnership or other legal entity power and authority to execute, execute and deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the Mergers and the other transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement by the Company and each Parent of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Company each of them of the Mergers and the other transactions contemplated hereby have and thereby has been duly authorized by all necessary corporate corporate, limited liability company, limited partnership or other legal entity action on the part of the Company and each Parent, as applicable, and no additional corporate, limited liability company, limited partnership or other corporate proceedings legal entity action on the part of any of them is necessary to authorize the execution, delivery and performance by the Company are necessary to approve or each Parent of this Agreement or to consummate the Mergers and the other Transaction Documents to which any of them is a party or the consummation by the Company and each Parent, as applicable, of the transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been been, and the applicable Transaction Documents to which the Company and each Parent are contemplated to be parties will be, duly and validly executed and delivered by the Company and, and each Parent and (assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the Parent Partiesother parties thereto) this Agreement constitutes, constitutes a and when executed and delivered such other Transaction Documents will constitute, the valid and legally binding obligation of the CompanyCompany and each Parent, enforceable against the Company and each Parent in accordance with its terms their respective terms, except as such enforceability (except to the extent that enforceability i) may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization reorganization, moratorium or other similar Laws of general application, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally or by and (ii) is subject to general principles of equity, whether considered in a Proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The Company Boardboard of managers, at a meeting duly called and held at which all directors board of directors, or other similar governing bodies, as applicable, of the Company were present, duly and unanimously adopted resolutions each Parent have (i) determining that adopted and declared advisable the terms Transaction Documents to which the Company and each Parent, as the case may be, is a party and the consummation by the Company and each Parent, as the case may be, of the transactions contemplated hereby and thereby, (ii) authorized and approved the execution, delivery and performance of this Agreement, the Mergers Agreement and the other Transaction Documents to which the Company and each Parent, as the case may be, is a party and the consummation by the Company and each Parent, as the case may be, of the transactions contemplated hereby and thereby and (iii) determined that this Agreement and the other Transaction Documents to which the Company or each Parent, as the case may be, is a party and the transactions contemplated hereby and thereby are fair to and in the best interests of the Company and its stockholderseach Parent, (ii) approving and declaring advisable this Agreement and as the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as case may be permitted by Section 5.2be. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement and the Option Agreement, deliver and to perform its obligations under this Agreement hereunder and thereunder and to consummate the Mergers Merger and the other transactions contemplated herebyhereby and thereby to be consummated by the Company. The execution, execution and delivery and performance of this Agreement and the Option Agreement by the Company and the consummation by the Company of the Mergers and the other such 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 approve authorize this Agreement and the Option Agreement or to consummate such transactions, other than, with respect to the Mergers and the other transactions contemplated herebyMerger, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities stockholders of the Company generally representing a majority of the Company Common Stock entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) thereon (the “Company Stockholder Approval”"REQUISITE COMPANY VOTE"). This Agreement has and the Option Agreement have been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Partiesother parties hereto, constitutes a constitute legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms (except their respective terms, subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar Laws affecting the enforcement of other laws now or hereafter in effect relating to creditors’ ' rights generally or by to general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors Board of Directors of the Company were present, duly and unanimously adopted resolutions (i) determining that has unanimously adopted the terms plan of merger set forth in this Agreement, the Mergers Agreement and approved this Agreement and the other transactions contemplated hereby are fair to by this Agreement and in the best interests of the Company and its stockholders, (ii) approving has declared that the Merger and declaring advisable this Agreement and the other transactions contemplated hereby, including the Mergers, (iii) directing that by this Agreement be submitted to are advisable and recommended that the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by adopt this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary corporate power and corporate authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and to consummate the Mergers and the other transactions contemplated hereby, including the Offer, the exercise of the Top-Up Option and, subsequent to obtaining the Company Stockholder Approval, if required, the Mergers. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers transactions contemplated hereby, including the Offer, the exercise of the Top-Up Option and the other transactions contemplated hereby Mergers, have been duly and validly authorized by all necessary corporate action on the part of the Company action, and no other corporate proceedings on the part of the Company and no stockholder votes or consents are necessary to approve authorize this Agreement or to consummate the Mergers transactions contemplated hereby (other than, with respect to the Merger, (i) the Company Stockholder Approval, if required and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL). The Company Board, by resolutions duly adopted by unanimous vote of those voting on such matters at a meeting duly called and held, has, and as of the date of this Agreement not subsequently rescinded or modified in any way, (x) determined that the transactions contemplated by this Agreement, including the Offer and the other Mergers, are fair to, and in the best interests of, the Company and its stockholders, (y) approved and declared advisable this Agreement and the transactions contemplated hereby, subject, in including the case of Offer and the consummation of the Mergers, Mergers and (z) resolved to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of recommend that the Company’s stockholders (including accept the Convertible Notes) (Offer, tender their Shares to the “Company Stockholder Approval”)Purchaser in the Offer and, to the extent applicable, adopt this Agreement. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and the Parent PartiesPurchaser, constitutes a legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization or reorganization, moratorium and other similar Laws affecting the enforcement of creditors’ rights generally or by and subject to the effect of general principles of equity, whether considered in a proceeding in equity or at law). (b) The Company Board, at a meeting duly called and held at which Board has taken or will take all directors action necessary on its part to render Section 203 of the Company were presentDGCL inapplicable to the execution, duly and unanimously adopted resolutions (i) determining that the terms delivery or performance of this Agreement, the Offer, the Mergers and or the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated herebyTop-Up Option, including the Mergersacquisition of Shares pursuant thereto, the Tender Agreements or any other transaction contemplated by this Agreement. Assuming the accuracy of the representations and warranties set forth in Section 4.13, no other “moratorium,” “fair price,” “business combination,” “combinations with interested stockholders,” “control share acquisition” or similar provision of any state anti-takeover Law or other Law that purports to limit or restrict business combinations or the ability to acquire or vote shares (iiicollectively, “Takeover Statutes”) directing that this Agreement be submitted is, or at the Effective Time will be, applicable to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption execution, delivery or performance of this Agreement and Agreement, the transactions contemplated herebyOffer, the Mergers or the Top-Up Option, including the Mergersacquisition of Shares pursuant thereto, which resolutions have not been subsequently rescinded, modified the Tender Agreements or withdrawn in any way, except as may be permitted other transaction contemplated by Section 5.2this Agreement. (c) The Company Stockholder Approval is the only vote of the holders of not a party to any class stockholder rights plan or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers“poison pill” agreement.

Authority. NO CONFLICTS. (ai) The Company Parent has all necessary requisite corporate power and corporate authority to execute, deliver and perform its obligations under enter into this Agreement and to consummate the Mergers and the other transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been duly 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 approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)Parent. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution Parent and delivery by the Parent Parties, constitutes a valid and binding obligation agreement of the CompanyParent, enforceable against the Company it in accordance with its terms (terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium and other similar laws relating to or similar Laws affecting the enforcement of creditors’ rights generally creditors generally, or by general equity principles (regardless of equitywhether such enforceability is considered in a proceeding in equity or at law). (bii) The Company Board, at a meeting duly called execution and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption delivery of this Agreement does not or will not, as the case may be, and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote hereby will not, result in any Violation of: (A) any provision of the holders Organizational Documents of Parent or any class of its Material Subsidiaries or series (B) except as could not reasonably be expected to have a Material Adverse Effect on Parent or materially impair or delay the ability of Parent to consummate the Company’s capital stock transactions contemplated hereby and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other securities agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent, any of its Material Subsidiaries or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent or the consummation of any by Parent of the transactions contemplated hereby hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clause (x) of Section 3.1(c)(iii) and (B) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain could not reasonably be consummated by expected to have a Material Adverse Effect on Parent or materially impair or delay the Company other than ability of Parent to consummate the Mergerstransactions contemplated hereby.

Authority. (a) The Company has all necessary corporate power and Indemnitors grant to the Stockholders’ Agent full authority to execute, deliver deliver, acknowledge, certify and perform its obligations under this Agreement and to consummate file on behalf of such Indemnitors (in the Mergers and the other transactions contemplated hereby. The execution, delivery and performance name of this Agreement by the Company and the consummation by the Company any or all of the Mergers Indemnitors or otherwise) any and all documents that the other transactions contemplated hereby have been duly 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 approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subjectStockholders’ Agent may, in its sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the case of the consummation of the MergersStockholders’ Agent may, in its sole discretion, determine to be appropriate, in performing its duties as contemplated by Section 5.1(a), which shall include but not be limited to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity).following: (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreementto take such actions and to execute and deliver such amendments, the Mergers modifications, waivers and the other transactions contemplated hereby are fair to and consents in the best interests of the Company and its stockholders, (ii) approving and declaring advisable connection with this Agreement and the transactions agreements contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption hereby and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by hereby and thereby as the Stockholders’ Agent, in its reasonable discretion, may deem necessary or desirable to give effect to the intentions of this Agreement. No vote Agreement and the other agreements contemplated hereby; (ii) as the Stockholders’ Agent of the holders of any class or series Indemnitors, to enforce and protect the rights and interests of the Company’s capital stock Indemnitors and to enforce and protect the rights and interests of the Stockholders’ Agent arising out of or under or in any manner relating to this Agreement and each other securities is required agreement contemplated hereby and, in connection therewith, to (A) resolve all questions, disputes, conflicts and controversies concerning indemnification claims pursuant to Section 4; (B) employ such agents, consultants and professionals, to delegate authority to its agents, to take such actions and to execute such documents on behalf of the Indemnitors in connection with Section 4 as the consummation Stockholders’ Agent, in its reasonable discretion, deems to be in the best interest of the Indemnitors; (C) assert or institute any claim, action, proceeding or investigation; (D) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent, any Indemnitee, or any other Person, against the Stockholders’ Agent and/or the Indemnitors, and receive process on behalf of any or all Indemnitors in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Stockholders’ Agent shall determine to be appropriate, give receipts, releases and discharges on behalf of all of Indemnitors with respect to any such claim, action, proceeding or investigation; (E) file any proofs, debts, claims and petitions as the Stockholders’ Agent may deem advisable or necessary; (F) settle or compromise any claims asserted under Section 4; (G) assume, on behalf of all of Indemnitors, the defense of any claim that is the basis of any claim asserted under Section 4; and (H) file and prosecute appeals from any decision, judgment or award rendered in any of the foregoing claims, actions, proceedings or investigations, it being understood that the Stockholders’ Agent shall not have any obligation to take any such actions, and shall not have liability for any failure to take such any action; (iii) to enforce payment of any amounts payable to Indemnitors, in each case on behalf of Indemnitors, in the name of the Stockholders’ Agent; (iv) to authorize, if required, the reduction against the Escrow Fund in favor of any Indemnitee pursuant to Section 4 and also any other amounts to be paid to Parent pursuant to this Agreement; (v) to waive or refrain from enforcing any right of any Indemnitor and/or of the Stockholders’ Agent arising out of or under or in any manner relating to this Agreement or any other agreement contemplated hereby; and (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Agent, in its sole and absolute direction, may consider necessary or proper or convenient in connection with or to carry out the activities described in paragraphs (i) through (v) above and the transactions contemplated hereby to be consummated by this Agreement and the Company other than the Mergersagreements contemplated hereby.

Authority. (a) The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Mergers Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers Merger and the other transactions contemplated hereby have been duly 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 approve this Agreement or to consummate the Mergers Merger and the other transactions contemplated hereby, subject, in the case of the consummation of the MergersMerger, to the adoption of this Agreement by the holders of at least sixty percent a majority of the total voting power outstanding shares of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) Common Stock (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Partiesand Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions resolutions: (i) determining that approving the terms execution, delivery, and performance of this Agreement, the Mergers Agreement and the other consummation of the transactions contemplated hereby are hereby, including the Merger, (ii) deeming it fair to to, advisable and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable to enter into this Agreement and the transactions contemplated hereby, including the MergersAgreement, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders of the Company vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the MergersMerger (the “Company Board Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be expressly permitted by Section 5.26.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the Merger and the other transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergershereby.

Authority. (a) The Assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, the Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Mergers Offer, the Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers Offer, the Merger and the other transactions contemplated hereby have been duly 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 approve this Agreement or to consummate the Mergers Offer, the Merger and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Partiesand Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and Board has unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers Offer, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) subject to Section 6.4, approving and declaring advisable this Agreement and the transactions contemplated hereby, including the MergersOffer and the Merger, and resolving that the Merger is governed by Section 251(h) of the DGCL, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of accept the adoption of Offer and tender their Shares pursuant to the Offer (this clause (iii), the “Recommendation”) and (iv) approving this Agreement and the transactions contemplated hereby, including hereby for purposes of Section 203 of the MergersDGCL, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.26.4. (c) The Pursuant to applicable Law (including the DGCL) and the Company Stockholder Approval is Charter and Company Bylaws, the affirmative vote of the holders of Shares representing a majority of the outstanding Shares constitutes the only vote required of the holders of any class or series of the Company’s capital stock or other securities that would be, in the absence of Section 251(h) of the DGCL, required in connection with the consummation of to adopt this Agreement and approve the transactions contemplated by this Agreement. No vote of hereby, including the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the MergersMerger.

Authority. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and to consummate the Mergers and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby hereby, including the Offer, have been duly 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 approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent Partiesand Purchaser, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except to the extent that enforceability as enforcement thereof may be limited against the Company by applicable (i) bankruptcy, insolvency, moratoriumreorganization, reorganization or moratorium and similar Laws affecting the enforcement of creditors’ rights generally or remedies in general as from time to time in effect or (ii) the exercise by general principles courts of equity)equity powers. (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, and by the unanimous vote of all directors of the Company, other than one director that has deemed himself conflicted, duly and unanimously adopted resolutions resolutions: (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company Shareholders and its stockholders, other Company stakeholders; (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, ; (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor holders of Company Shares accept the Offer and tender their Company Shares to Purchaser pursuant to the Offer (the recommendation of the adoption Company Board, adopted by the unanimous vote of this Agreement all directors of the Company, other than one director that has deemed himself conflicted, that the holders of Company Shares accept the Offer and tender their Company Shares to Purchaser pursuant to the transactions contemplated hereby, including Offer being referred to as the Mergers“Company Board Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.26.2 hereof. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary the requisite corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and hereunder and, subject to receipt of the Company Stockholder Approval if required by applicable Law, to consummate the Mergers and the other transactions contemplated herebyby this Agreement. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company action, and no other corporate proceedings on the part of the Company are necessary to approve authorize this Agreement Agreement, the Offer or the Merger or to consummate the Mergers and the other transactions contemplated hereby, subject, in with respect to the case Merger, to receipt of the Company Stockholder Approval if required by applicable Law, the filing of the Articles of Merger with and acceptance for record of the Articles of Merger by the SDAT and the due filing of the Certificate of Merger with the Delaware Secretary. The Company Board, at a duly held meeting, has, by unanimous vote of the entire Company Board, (i) duly and validly authorized the execution and delivery of this Agreement and declared advisable the consummation of the MergersOffer and the Merger and the other transactions contemplated hereby, (ii) if required by applicable Law, directed that the Merger and the other transactions contemplated hereby be submitted for consideration at the Company Stockholder Meeting, and (iii) resolved to the adoption of this Agreement by recommend that the holders of at least sixty percent Company Common Stock accept the Offer, tender their shares of Company Common Stock pursuant to the Offer and, if required by applicable Law, vote in favor of the total voting power of all outstanding securities approval of the Company generally entitled to vote at a meeting of Merger and the Company’s stockholders (including the Convertible Notes) other transactions contemplated hereby (the “Company Stockholder ApprovalRecommendation”). ) and to include such recommendation in the Schedule 14D-9 and the Proxy Statement, if any, subject to Section 7.5. (b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the each of Parent Partiesand Merger Sub, constitutes a legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar Laws affecting the enforcement of creditors’ rights generally or and by general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The Company Board, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.

Authority. (a) The Company has all necessary corporate requisite company power and authority and has taken all company action necessary in order to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and to consummate the Mergers and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Mergers and the other transactions contemplated hereby have been duly 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 approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the MergersMerger, to the adoption Company obtaining the affirmative vote of this Agreement by the holders of at least sixty percent two thirds of the total voting power of all outstanding securities Common Stock attending a duly convened shareholders meeting of the Company generally entitled to vote at a meeting (in person or by proxy) voting by poll, authorizing the Cayman Plan of Merger, including, without limitation, the adoption of the Company’s stockholders (including the Convertible Notes) Memorandum and Articles of Associations (the “Company Stockholder Shareholder Approval”). (b) The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary company action and, except for obtaining the Shareholder Approval and assuming the satisfaction of the conditions set forth in Sections 6.2(e) and 6.2(f), no other company action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by the Parent Partiesother parties hereto, constitutes a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms (terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization moratorium or other similar Laws laws affecting or relating to the enforcement of creditors’ rights generally or by and is subject to general principles of equityequity (the “Bankruptcy Exceptions”). Upon receipt of the Shareholder Approval, no further approval or vote of the Company’s shareholders shall be required to approve, adopt and execute this Agreement or consummate the transactions contemplated hereby. (bc) The Company BoardSpecial Committee, at a meeting duly called and held at which all directors of the Company were presentheld, duly and unanimously adopted resolutions (i) determining determined that the terms of this Agreement, the Mergers Merger and the other transactions contemplated hereby by this Agreement are fair to to, and in the best interests of, the Unaffiliated Shareholders of the Company and its stockholders, the Company as a whole and (ii) approving recommended to the Board of Directors that it approve and declaring declare advisable this Agreement and the other transactions contemplated herebyby this Agreement, including the MergersMerger. The Board of Directors, at a meeting duly called and held, (iiiA) directing determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, the Unaffiliated Shareholders of the Company and the Company as a whole, (B) approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (C) declared this Agreement advisable, and (iv) resolved to recommend authorization, adoption and approval of the Merger, the Cayman Plan of Merger and this Agreement by the shareholders of the Company (collectively, the “Board Recommendation”). The Board of Directors, acting upon the unanimous recommendation of the Special Committee, has directed that the Cayman Plan of Merger and this Agreement be submitted to the stockholders holders of Common Stock for their approval. Assuming the satisfaction of the Company for adoption conditions set forth in Sections 6.2(e) and (iv) resolving to recommend that 6.2(f), the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Stockholder Shareholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of necessary to approve, adopt and execute this Agreement and consummate the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergershereby.

Authority. (a) The Company SPAC has all necessary the requisite corporate power and authority to executeexecute and deliver this Agreement and each of the Ancillary Documents to which it is or will be a party, deliver and to perform its obligations under this Agreement hereunder and thereunder, and to consummate the Mergers and the other transactions contemplated herebyhereby and thereby. The executionSubject to the receipt of the SPAC Stockholder Approval, the execution and delivery and performance of this Agreement by Agreement, the Company Ancillary Documents to which SPAC is or will be a party and the consummation by the Company of the Mergers and the other transactions contemplated hereby and thereby have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly 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 approve this Agreement or to consummate the Mergers and the other transactions contemplated hereby, subject, in the case of the consummation of the Mergers, to the adoption of this Agreement by the holders of at least sixty percent of the total voting power of all outstanding securities of the Company generally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”)SPAC. This Agreement has been and each Ancillary Document to which SPAC is or will be a party will be, upon execution and delivery thereof, duly and validly executed and delivered by SPAC and constitutes or will constitute, upon execution thereof, as applicable, a valid, legal and binding agreement of SPAC (assuming this Agreement has been and the Ancillary Documents to which SPAC is or will be a party are or will be, upon execution thereof, as applicable, duly authorized, executed and delivered by the Company andother Persons party hereto or thereto, assuming the due authorization, execution and delivery by the Parent Parties, constitutes a valid and binding obligation of the Companyas applicable), enforceable against the Company SPAC in accordance with its their terms (except subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium or similar other Laws affecting generally the enforcement of creditors’ rights generally or by and subject to general principles of equity). (b) The Company Board, at At a meeting duly called and held at which all directors of held, the Company were present, duly and unanimously adopted resolutions SPAC Board has unanimously: (i) determining determined that the terms of this Agreement, the Mergers Agreement and the other transactions contemplated hereby Transactions are fair to and in the best interests of the Company and its stockholdersSPAC Stockholders, (ii) approving determined that the fair market value of the Company is equal to at least eighty percent (80%) of the amount held in the Trust Account (less any deferred underwriting commissions and declaring advisable this Agreement and Taxes payable on interest earned) as of the transactions contemplated hereby, including the Mergersdate hereof, (iii) directing that this Agreement be submitted to approved the stockholders of the Company for adoption Transactions as a business combination and (iv) resolving resolved to recommend that to the Company’s stockholders vote in favor shareholders of SPAC approval of each of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2matters requiring SPAC Stockholder Approval. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required in connection with the consummation of the transactions contemplated by this Agreement. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Mergers.