Common use of Authority Clause in Contracts

Authority. (a) Each of Company Y and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote). This Agreement has been duly and validly executed and delivered by each of Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y and Merger Sub, enforceable against each of Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated hereby.

Authority. (a) Each of Company Y and Merger Sub MeriStar has all necessary corporate power and authority to execute and deliver this Agreement and, subject to, in only to the case of Company Y, obtaining the Required Company Y Vote, to consummate the transactions contemplated hereby. The Company Y Board has duly adoption and validly authorized the execution, delivery and performance approval of this Agreement and approved the consummation approval of the transactions contemplated hereby, and has at a meeting duly called and held hereby (the "MeriStar Proposals") (i) approvedby the affirmative vote of a majority of the outstanding shares of MeriStar Common Stock and (ii) by the affirmative vote of a majority of the votes cast by the holders of MeriStar Common Stock who are not parties to the MeriStar Voting Agreement or affiliates thereof (the affirmative votes described in clauses (i) and (ii), and declared advisable this Agreementcollectively, the Merger "Requisite MeriStar Vote"), to perform its obligations under this Agreement and to consummate the Plan of Merger and the other transactions contemplated hereby; (ii) determined that by this Agreement to be consummated by MeriStar. The execution and delivery of this Agreement by MeriStar and the consummation by MeriStar of such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, been duly and validly authorized by all necessary corporate action and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of Company Y MeriStar or Merger Sub any MeriStar Subsidiary are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger Agreement or to consummate the transactions contemplated hereby (such transactions, other than, with respect to the Share Issuance, adoption and approval of the Required Company Y MeriStar Proposals by the Requisite MeriStar Vote). This Agreement has been duly authorized and validly executed and delivered by each of Company Y MeriStar and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a validlegal, legal valid and binding agreement obligation of each of Company Y and Merger SubMeriStar, enforceable against each of Company Y and Merger Sub MeriStar in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y MeriStar (the “Company Y Board”i) has directed that unanimously adopted the plan of merger set forth in this Agreement and approved this Agreement and the Share Issuance be submitted to other transactions contemplated by this Agreement and (ii) has declared that the shareholders of Company Y for their authorization Merger and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the other transactions contemplated hereby, is (i) an affirmative vote by this Agreement are advisable and in the best interests of MeriStar and the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyMeriStar Common Stock.

Authority. (a) Each At a meeting of the Board of Directors of the Company Y 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 Sub 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 and deliver this Agreement and, subject toto the approval and adoption of this Agreement by the holders of a majority of the voting power of the outstanding Company Common Shares, in voting together as a single class (the case of Company Y, obtaining the Required Company Y Vote"COMPANY STOCKHOLDER APPROVAL"), to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation by the Company of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this AgreementOffer, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair tohereby have been duly authorized by all necessary corporate action on the part of the Company, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of the Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger Agreement or to consummate the transactions contemplated hereby (so contemplated, other than, with respect to than the Share Issuance, the Required Company Y Vote)Stockholder Approval. This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, this Agreement constitutes a valid, legal valid and binding agreement obligation of each Tribune, this Agreement constitutes a valid and binding obligation of the Company Y and Merger Sub, enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy bankruptcy, insolvency, moratorium and Equity Exceptionother principles of equity. (b) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL and in Article X of the Company Charter will not apply with respect to or as a result of this Agreement, the Voting Agreement, or 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 Company Y (the “Company Y Board”) has directed that Company. True and complete copies of all Board resolutions reflecting such actions have been previously provided to Tribune. No other state takeover statute is applicable to the Offer or the Merger. The execution and delivery of this Agreement and and/or the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders Voting Agreement does not constitute an unpermitted transfer of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders Series C Common Shares under Article V of the Company Y Shares representing a majority Charter. The Board of Directors of the aggregate voting power of Company Y Shares outstanding (voting together as has not elected to effect a single class), and (ii) an affirmative vote by the holders of a majority conversion of the total outstanding Company Y Class A SharesSeries C Common Shares pursuant to Article V, in each case, at a meeting Section 2.E.2.b of the shareholders of Company Y in accordance with the articles of association Charter or Section 5(A)(2)(b) of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote Certificate of Designation of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebySeries C Common Shares.

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject toto perform its obligations under this Agreement, in the case of Company Y, obtaining the Required Company Y Vote, and to consummate the transactions contemplated hereby. The Company Y Board has duly execution and validly authorized the execution, delivery and performance of this Agreement by the Company, and approved the consummation by the Company of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, been duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated herebyall necessary corporate action, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of the Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby hereby, except (other than, with respect i) the adoption of this Agreement by the affirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote thereon and (ii) the Share Issuance, the Required Company Y Vote)filing and recordation of appropriate merger documents as required. This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company TAREP Oil & Gas and IPO Co., constitutes a the valid, legal and binding agreement of each of Company Y and Merger Subthe Company, enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject to (i) any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally, (ii) fiduciary obligations under the Bankruptcy and Equity Exceptionlaws of the jurisdiction of its incorporation, or (iii) general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). (b) Without limiting the generality of the foregoing, the Special Committee, at a meeting duly called and held, has approved and declared this Agreement and the transactions contemplated hereby advisable and has determined that the Merger is fair to, and in the best interests of, holders of the Shares (other than AREH and its affiliates). The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and Company, based on the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote recommendation of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated herebySpecial Committee, is has (i) an affirmative vote by determined that the Merger, upon the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single classother than AREH and its affiliates), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing approved and approving adopted this Agreement, the Share Issuance Agreement and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebydeclared their advisability.

Authority. (a) Each of the Company Y and Merger Sub SpinCo has all necessary corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y Vote, and to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement by each of the Company and approved SpinCo and the consummation by the Company and SpinCo of the transactions contemplated hereby, and has at a meeting hereby have been duly called and held (i) approved, and declared advisable this Agreement, authorized by all necessary corporate action on the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve part of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called SpinCo and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of the Company Y or Merger Sub SpinCo are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger Agreement or to consummate the Merger, the Spin-Off and the other transactions contemplated hereby (hereby, other than, with respect to in the Share Issuancecase of the consummation of the Merger, the Required approval of this Agreement by the holders of at least a majority of the outstanding shares of Company Y VoteCommon Stock (the “Company Stockholder Approval”). This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub SpinCo and, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y Parent and Merger Sub, constitutes a valid and binding obligation of the Company and SpinCo, enforceable against each of the Company Y and Merger Sub SpinCo in accordance with its terms, subject terms (except to the Bankruptcy and Equity Exceptionextent 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 Board Company Board, at a meeting duly called and held at which all directors of Directors the Company were present, duly and unanimously adopted resolutions, in each case in accordance with the DGCL, (i) determining that the terms of Company Y this Agreement, the Merger, the Spin-Off and the other transactions contemplated hereby are fair to and in the best interests of the Company’s stockholders, (the “Company Y Board”ii) has directed that approving and declaring advisable this Agreement and the Share Issuance transactions contemplated hereby, including the Merger and the Spin-Off, (iii) directing that this Agreement be submitted to the shareholders stockholders of the Company Y for their authorization adoption, and approval at a meeting to (iv) recommending that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Merger and the Spin-Off, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be held for that purpose. permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of share the Company’s capital stock or other securities required in connection with the 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. (d) No holder of Company Y necessary Common Stock is entitled to authorize and approve this Agreement any rights of appraisal or dissent in connection with the Merger and the Share Issuance and the other transactions contemplated hereby, is (i) an affirmative vote by the holders whether under Section 262 of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y DGCL or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyotherwise.

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The Company Y Board has duly execution and validly authorized the execution, delivery and performance of this Agreement by the Company and approved the consummation by the Company of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, including the Merger Offer and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger SubMerger, have at meetings duly called and held, been duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated herebyall necessary corporate action, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of the Company Y or Merger Sub and no stockholder votes are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Share IssuanceMerger, the Required Company Y VoteStockholder Approval (if required by applicable Law). This Agreement has been duly authorized and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company TParent and the Purchaser, constitutes a validlegal, legal valid and binding agreement obligation of each of Company Y and Merger Subthe Company, enforceable against each of the Company Y and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the Bankruptcy remedy of specific performance and Equity Exceptioninjunctive 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 Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of Directors the DGCL will not apply with respect to or as a result of Company Y (the “Company Y Board”) has directed that execution of this Agreement and or the Share Issuance be submitted to Support Agreements or the shareholders consummation of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (or thereby, including the “Required Offer and the Merger, without any further action on the part of the stockholders or the Company Y Vote”)Board. True and complete copies of all Company Board resolutions reflecting such actions have been previously provided to Parent. No other vote of state takeover statute or similar statute or regulation applies or purports to apply to the shareholders of Company Y is required by LawOffer, the memorandum and articles of association of Company Y Merger or otherwise in order for Company Y to authorize and approve any other transaction contemplated by this Agreement, Agreement or the Share Issuance or to consummate the transactions contemplated herebySupport Agreements.

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate requisite power and authority to execute and deliver enter into this Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y Vote, and to consummate the transactions contemplated hereby, subject, in the case of consummation of the Merger, to obtaining Company Shareholder Approval (as defined below) as contemplated in Section 6.2. The Company Y Board has duly execution and validly authorized the execution, delivery and performance of this Agreement and approved the consummation of the transactions contemplated herebyhereby have been duly authorized by all necessary corporate action on the part of the Company, and has at a meeting duly called no further action is required on the part of the Company to authorize the execution and held (i) approved, and declared advisable delivery of this Agreement, Agreement or to consummate the Merger and the Plan of Merger and the other transactions contemplated hereby; , subject only to obtaining the Company Shareholder Approval and the issuance of the Certificate of Merger by the Companies Registrar pursuant to Israeli Law. The vote of the Company’s shareholders that is required by the Company Charter Documents, by applicable Legal Requirements and by any applicable Contracts between the Company and any of its shareholders, to approve and adopt this Agreement, and approve the Merger and the transactions contemplated hereby by the Company shareholders is set forth in Section 3.3(a) of the Company Disclosure Letter (iisuch required vote set forth on Section 3.3(a) of the Company Disclosure Letter, the “Company Shareholder Approval”). The Board of Directors of the Company has, by resolution adopted by unanimous vote at a meeting of all Directors of the Company duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that such transactions are advisable and the Merger is fair to, and in the best interests of, the Company Y and its shareholders; , and declared the Merger to be advisable, (ii) made all other affirmative determinations required to be made by it in connection with this Agreement and the Merger under Israeli Law, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iiiiv) recommended that the shareholders of the Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of adopt this Agreement, and approve the Merger and the Plan of Merger and the consummation of the other transactions contemplated hereby, and taken all corporate actions required to directed that such matter be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect submitted to the Share Issuance, Company’s shareholders at the Required Company Y Vote)Shareholders’ Meeting. This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionsimilar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated hereby.

Authority. (a) The Sellers (constituting all of the stockholders) have approved the transactions contemplated by this Agreement and each of the Transaction Documents. The affirmative votes of the Sellers are the only votes of the holders of the Company’s capital stock necessary to approve this Agreement and the Transaction Documents and the transactions contemplated therein. This Agreement and the Transaction Documents have been duly and validly executed and delivered by the Sellers and constitutes a legal, valid and binding obligation of the Sellers enforceable against the Sellers in accordance with there terms. No meeting has been convened or resolution proposed, or petition presented, and no order has been made, for the winding-up of the Company. No distress, execution or other similar order or process has been levied on any of the property or assets of the Company. No voluntary arrangement has been proposed or reached with any creditors of the Company. No receiver, receiver and manager, provisional liquidator, liquidator or other officer of the court has been appointed in relation to the Company. The Company is able to pay its debts as and when they fall due and the Company is not insolvent. (b) Each of Company Y and Merger Sub has all necessary corporate the Sellers have full legal capacity, power and authority to enter into, execute and deliver this Agreement and, subject towhere applicable, in the case Transaction Documents, and to perform each of Company Ytheir obligations hereunder, obtaining the Required Company Y Vote, to consummate the transactions contemplated hereby. The Company Y Board has duly thereunder and validly authorized the execution, delivery and performance of this Agreement and approved the consummation under each of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions documents required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote)entered into pursuant hereto. This Agreement has and each applicable Transaction Documents have been duly and validly executed and delivered by each of Company Y Seller and Merger Sub andwhen executed will constitute a legal, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal valid and binding agreement obligation of each of Company Y and Merger Sub, Seller enforceable against each of Company Y and Merger Sub Seller in accordance with its terms. No meeting has been convened or resolution proposed, subject to or petition presented, and no order has been made, for the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders bankruptcy of any class or series of share capital of Company Y necessary Seller. Each Seller is able to authorize pay its debts as and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebywhen they fall due.

Authority. (a) Each of Company Y and Merger Sub Seller has all necessary requisite corporate power and authority to execute and deliver this Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y Vote, and to consummate the transactions contemplated herebyhereby and perform its obligations hereunder, including the Offer and the Merger, subject to obtaining any required approval of the Seller Stockholders to adopt and approve this Agreement and approve the Merger. The Company Y adoption, execution, delivery and performance of this Agreement and the approval of the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize the adoption, execution, delivery and performance of this Agreement or to consummate each of the Offer and the Merger and the other transactions contemplated hereby, except for the adoption and approval of this Agreement by the Seller Stockholders (if required by Law) and the filing of the Certificate of Merger with the Secretary of the State of Delaware. (b) The Seller Board has duly (i) unanimously determined and validly authorized declared that this Agreement, the Transaction and each of the Offer and the Merger are advisable and the best interests of Seller and the Seller Stockholders, (ii) unanimously approved the execution, delivery and performance of this Agreement and, subject to the terms and approved conditions set forth herein, the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this AgreementOffer, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair toherein, and in the best interests of, Company Y and its shareholders; and (iii) subject to Section 7.2, unanimously recommended that the shareholders Seller Stockholders accept the Offer, tender their shares of Company Y approve of Seller Common Stock into the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”)Offer, and Company Y as the sole shareholder of Merger Suband, have at meetings duly called and heldif required by applicable Law, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize adopt and approve this Agreement, Agreement and approve the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote)Merger. This Agreement has been duly and validly executed and delivered by each of Company Y Seller and Merger Sub and, (assuming the due authorization, execution and delivery by Company T, Parent and Purchaser) constitutes a valid, legal the valid and binding agreement obligations of each of Company Y and Merger SubSeller, enforceable against each of Company Y and Merger Sub Seller in accordance with its terms, subject to the Bankruptcy and Equity Exception. (bc) The Board of Directors of Company Y Seller has taken all actions necessary to: (i) render the “Company Y Board”) has directed that Rights Agreement inapplicable to this Agreement and the Share Issuance be submitted to Support Agreements, and the shareholders of Company Y for their authorization transactions contemplated by this Agreement, the Support Agreements, the Offer and approval at a meeting to be held for the Merger, (ii) ensure that purpose. The only vote of in connection with the holders of any class or series of share capital of Company Y necessary to authorize and approve transactions contemplated by this Agreement and the Share Issuance and Support Agreements (A) neither Parent nor the transactions contemplated hereby, Purchaser is or will be an “Acquiring Person” (ias defined in the Rights Agreement) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (iiB) an affirmative vote by the holders none of a majority of “Stock Acquisition Date,” a “Distribution Date,” a “Section 11(a)(ii) Event” or a “Section 13 Event” (as such terms are defined in the total outstanding Company Y Class A SharesRights Agreement) occurs, in each casecase of clauses (A) and (B), at a meeting solely by reason of the shareholders execution of Company Y in accordance with this Agreement or the articles of association Support Agreements, or the consummation of the Company, authorizing and approving this AgreementMerger, the Share Issuance and Offer or the other transactions contemplated hereby by this Agreement or the Support Agreements and (iii) provide that the “Required Company Y Vote”Expiration Date” (as defined in the Rights Agreement) shall occur immediately prior to the Effective Time. Except as described in this Section 5.3(c). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y Rights Agreement has not been amended or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebymodified.

Authority. (a) Each of Company Y and Merger Sub CCTS has all necessary corporate the requisite exempted company power and authority to execute and deliver this Agreement andand each Ancillary Document to which it is or will be a party, subject toto perform its obligations hereunder and thereunder, and to consummate the Transactions. Subject to the receipt of the Required CCTS Shareholder Approval and the approvals and consents to be obtained by Merger Sub pursuant to Section ‎6.10, the execution and delivery of this Agreement, the Ancillary Documents to which CCTS is or will be a party and the consummation of the Transactions have been (or, in the case ease of Company Yany Ancillary Document entered into after the date of this Agreement, obtaining will be upon execution thereof) duly authorized by all necessary exempted company action on the Required Company Y Votepart of CCTS. This Agreement and each Ancillary Document to which CCTS is or will be a party has been or will be, upon execution thereof, as applicable, duly and validly executed and delivered by CCTS and constitutes or will constitute, upon execution and delivery thereof, as applicable, a valid, legal and binding agreement of CCTS (assuming that this Agreement and the Ancillary Documents to consummate which CCTS is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the transactions contemplated hereby. other Persons party thereto), enforceable against CCTS in accordance with its terms (subject to the Enforceability Exceptions). (b) The Company Y CCTS Board has duly and validly authorized the execution, delivery and performance of unanimously adopted resolutions (i) determining that this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions Transactions are advisable and fair to, and in the best interests interest of, Company Y CCTS and its shareholders; and the holders of CCTS Shares, (iiiii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) approving the execution, delivery and performance and delivery by CCTS of this Agreement, the Merger and the Plan of Merger Agreement and the consummation of the transactions contemplated hereby, Transactions and taken all corporate actions required (iii) resolving to be taken by recommend the Merger Sub Board and by Company Y as the sole shareholder approval of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote). This Agreement has been duly and validly executed and delivered by each of Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y and Merger Sub, enforceable against each of Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote Transactions by the holders of the Company Y CCTS Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative entitled to vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebythereon.

Authority. (a) Each of The Company Y has taken any and Merger Sub all action necessary under all applicable Legal Requirements and the Charter Documents and has all necessary requisite corporate power and authority to execute enter into and deliver this Agreement and any Related Agreements to which it is a party and, subject to, in to obtaining the case of Company Y, obtaining approval by the Required Company Y VoteShareholder Vote with respect to the Shareholder Resolution, to consummate the transactions contemplated herebyby this Agreement and the Related Agreements. The Company Y Board has duly Subject to the foregoing, the execution and validly authorized the execution, delivery and performance of this Agreement and approved any Related Agreements to which the consummation of the transactions contemplated hereby, and has at Company is a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger party and the consummation of the transactions contemplated hereby, by this Agreement and taken the Related Agreements have been duly authorized by all necessary corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings action on the part of the Company Y or Merger Sub are and no further action is required on the part of the Company to authorize the Agreement and any Related Agreements to which it is a party and the transactions contemplated hereby and thereby. (b) The sufficient shareholders’ vote necessary to authorize approve the Agreement, the Related Agreements and the transactions contemplated hereby and thereby, is the affirmative vote of majority of the Company Shares present and voting at the Company General Meeting at which a quorum is present, provided that (i) such a majority includes at least one-third (1/3) of the Company Shares held by shareholders participating in the vote who do not have a “personal interest” (as defined in the Companies Law) in the approval of such transactions; or (ii) the Company Shares voting against the approval of such transactions and held by shareholders who do not have a “personal interest” as aforesaid do not exceed one percent (1%) of the outstanding voting rights of the Company (the “Required Company Shareholder Vote”). The quorum required for the Company General Meeting consists of two or more holders of Company Share (present in person or by proxy at the Company General Meeting) and holding Company Share conferring in the aggregate twenty-five percent (25%) or more of the voting power in the Company. No statutory vote of: (i) any creditor of the Company, or (ii) any holder of any Company Options, is necessary in order to approve this Agreement, the Merger or the Plan of Merger or to consummate Related Agreements and the transactions contemplated hereby and thereby. (other thanc) The Board of Directors of the Company and its Audit Committee, with respect by resolutions duly adopted at duly held meetings (and not thereafter modified or rescinded) by the vote of the Board of Directors of the Company and the Audit Committee, have (i) determined that it is in the best interests of the Company to enter into, deliver and perform this Agreement, the Related Agreements and the transactions contemplated hereby and thereby; (ii) approved and adopted this Agreement, the Related Agreements, and the transactions contemplated hereby and thereby; and (iii) directed that the matters set forth in the Shareholder Resolution be submitted to the Share Issuance, vote of the Required shareholders of the Company Y Vote). and recommended that the Company’s shareholders grant such approval. (d) This Agreement has been been, and each of the Related Agreements to which the Company is a party will be as of their dates of execution, duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company Tthe other parties hereto and thereto, constitutes a valid, legal constitute the valid and binding agreement obligations of each of the Company Y and Merger Sub, enforceable against each of Company Y and Merger Sub it in accordance with its their respective terms, except as such enforceability may be limited by principles of public policy and subject to the Bankruptcy and Equity Exception. (b) The Board laws of Directors of Company Y (the “Company Y Board”) has directed that this Agreement general application relating to bankruptcy, insolvency and the Share Issuance be submitted to the shareholders relief of Company Y for their authorization debtors and approval at a meeting to be held for that purpose. The only vote rules of the holders of any class law governing specific performance, injunctive relief or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyequitable remedies.

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate power and corporate authority to execute and deliver this Agreement andAgreement, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Stockholder Approval. The Company Y Board has duly execution and validly authorized the execution, delivery and performance of this Agreement by the Company and approved the consummation by the Company of the transactions contemplated hereby, and has at a meeting including the Merger, have been duly called and held (i) approvedauthorized by all necessary corporate action, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of the Company Y and no votes or Merger Sub written consents are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger Agreement or to consummate the transactions contemplated hereby (other than, than the Company Stockholder Approval and the filing of the Certificate of Merger with respect to the Share Issuance, Secretary of the Required Company Y Vote)State of Delaware. This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the subject to due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against each of the Company Y and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the Bankruptcy remedy of specific performance and Equity Exceptioninjunctive 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 At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board of Directors of adopted resolutions by which the Company Y Board unanimously (the “Company Y Board”i) has directed that approved this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve declared this Agreement and the Share Issuance and the transactions contemplated hereby, is including the Merger to be fair, advisable and in the best interests of the Company and its stockholders in accordance with the requirements of the DGCL, (iii) an affirmative vote by subject to the terms and conditions of this Agreement, directed that this Agreement be submitted for consideration at a meeting of the Company’s stockholders and (iii) subject to the terms and conditions of this Agreement, recommended that the holders of the Company Y Common Stock and Company Preferred Stock vote their Shares representing a majority in favor of the aggregate voting power adoption of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote and, as of the shareholders date hereof, none of the aforesaid actions by the Company Y is required by LawBoard has been amended, the memorandum and articles of association of Company Y rescinded or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebymodified.

Authority. (a) Each OF THE BUYER'S REPRESENTATIVE Such BUYER'S REPRESENTATIVE shall, at all times during working hours of Company Y the construction until delivery of the VESSEL, have the right to inspect the VESSEL, her equipment and Merger Sub has all necessary corporate power accessories, and work in progress, or materials utilized in connection with the construction of the VESSEL, wherever such work is being done or such materials are stored, for the purpose of determining that the VESSEL, her equipment and accessories are being constructed in accordance with the terms of this CONTRACT 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 execute the BUILDER on behalf of the BUYER within reasonable time on all problems arising out of, or in connection with, the construction of the VESSEL and deliver this Agreement andgenerally act in a reasonable manner with a view to cooperating to the utmost with the BUILDER in the construction process of the VESSEL. The decision, subject toapproval or advice of the BUYER'S REPRESENTATIVE shall be deemed to have been given by the BUYER and once given shall not be withdrawn, revoked or modified except with consent of the BUILDER.. Provided that the BUYER'S REPRESENTATIVE or his assistants shall comply with the foregoing obligations, no act or omission of the BUYER'S REPRESENTATIVE or his assistants shall, in any way, diminish the case of Company Y, obtaining the Required Company Y Vote, to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation liability of the transactions contemplated hereby, and has at a meeting duly called and held BUILDER under Article IX (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”WARRANTY OF QUALITY). The Board BUYER'S REPRESENTATIVE shall notify the BUILDER within reasonable time in writing of Directors his discovery of Merger Sub (any construction or materials, which he believes do not or will not conform to the “Merger Sub Board”), and Company Y as requirements of the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger CONTRACT and the Plan of Merger SPECIFICATIONS or the PLAN and likewise advise and consult with the consummation BUILDER on all matters pertaining to the construction of the transactions contemplated herebyVESSEL, and taken all corporate actions as may be required to be taken by the Merger Sub Board and by Company Y BUILDER, or as he may deem necessary. However, if the sole shareholder of Merger Sub for BUYER'S REPRESENTATIVE fails to submit to the consummation of the transactions. No other corporate proceedings on the part of Company Y BUILDER without delay any such demand concerning alterations or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, changes with respect to the Share Issuanceconstruction, arrangement or outfit of the VESSEL, which the BUYER'S REPRESENTATIVE has examined, inspected or attended at the test thereof under this CONTRACT or the SPECIFICATIONS, the Required Company Y Vote)BUYER'S REPRESENTATIVE shall be deemed to have approved the same and shall be precluded from making any demand for alterations, changes, or complaints with respect thereto at a later date. This Agreement 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 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 measures necessary to comply with such demand may be effected at a convenient time and place at the BUILDER' s reasonable discretion in view of the construction schedule of the VESSEL. In the event that the BUYER'S REPRESENTATIVE shall advise the BUILDER that he has been duly discovered or believes the construction or materials do not or will not conform to the requirements of this CONTRACT and validly executed the SPECIFICATIONS or the PLAN, and delivered by each the BUILDER shall not agree with the views of Company Y and Merger Sub andthe BUYER'S REPRESENTATIVE in such respect, assuming either the due authorizationBUYER or the BUILDER may, execution and delivery by Company T, constitutes a valid, legal and binding with the agreement of each of Company Y and Merger Subthe other party, enforceable against each of Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote seek an opinion of the holders of any class CLASSIFICATION SOCIETY or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated herebyfailing such agreement, is (i) request an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y arbitration in accordance with the articles provisions of association 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 CompanyBUYER, authorizing and approving this Agreementthen 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 Share Issuance 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 extended for the period of delay in construction, if any, occasioned by such proceedings, and the transactions contemplated hereby (BUYER shall compensate the “Required Company Y Vote”). No other vote BUILDER for the proven loss and damages incurred by the BUILDER as a result of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebydispute herein referred to.

Authority. (a) Each OF THE BUYER’S REPRESENTATIVE Such BUYER’S REPRESENTATIVE shall, at all times when work is being done at the SHIPYARD until delivery of Company Y the VESSEL, have the right to inspect the VESSEL, her equipment and Merger Sub has all necessary corporate power accessories, and work progress, or materials utilized in connection with the construction of the VESSEL, wherever such work is being done or such materials are stored, for the purpose of determining that the VESSEL, her equipment and accessories are being constructed in accordance with the terms of this CONTRACT 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 execute the BUILDER on behalf of the BUYER promptly on all problems arising out of, or in connection with, the construction of the VESSEL and deliver this Agreement andgenerally act in a reasonable manner with a view to cooperating to the utmost with the BUILDER in the construction process of the VESSEL. The decision, subject toapproval or advice of the BUYER’S REPRESENTATIVE shall be deemed to have been given by the BUYER and once given shall not be withdrawn, revoked or modified except with consent of the BUILDER. No act or omission of the BUYER’S REPRESENTATIVE or his assistants shall, in any way, diminish the case of Company Y, obtaining the Required Company Y Vote, to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation liability of the transactions contemplated hereby, and has at a meeting duly called and held BUILDER under Article IX (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”WARRANTY OF QUALITY). The Board BUYER’S REPRESENTATIVE shall notify the BUILDER promptly in writing of Directors his discovery of Merger Sub (any construction or materials, which he believes do not or will not conform to the “Merger Sub Board”), and Company Y as requirements of the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger CONTRACT and the Plan of Merger SPECIFICATIONS or the PLAN and likewise advise and communicate with the consummation BUILDER on all matters pertaining to the construction of the transactions contemplated herebyVESSEL, and taken all corporate actions as may be required to be taken by the Merger Sub Board and by Company Y BUILDER, or as he may deem necessary. However, if the sole shareholder of Merger Sub for BUYER’S REPRESENTATIVE fails to submit to the consummation of the transactions. No other corporate proceedings on the part of Company Y BUILDER without unreasonable delay any such demand concerning alterations or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, changes with respect to the Share Issuanceconstruction, arrangement or outfit of the VESSEL, which the BUYER’S REPRESENTATIVE has examined, inspected or attended at the test thereof under this CONTRACT or the SPECIFICATIONS, the Required Company Y Vote)BUYER’S REPRESENTATIVE shall be deemed to have approved the same and shall be precluded from making any demand for alterations, changes, or complaints with respect thereto at a later date. This Agreement 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 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 measures necessary to comply with such demand may be effected at a convenient time and place at the BUILDER’s reasonable discretion in view of the construction schedule of the VESSEL. In the event that the BUYER’S REPRESENTATIVE shall advise the BUILDER that he has been duly discovered or believes the construction or materials do not or will not conform to the requirements of this CONTRACT and validly executed the SPECIFICATIONS or the PLAN, and delivered by each the BUILDER shall not agree with the views of Company Y and Merger Sub andthe BUYER’S REPRESENTATIVE in such respect, assuming either the due authorizationBUYER or the BUILDER may, execution and delivery by Company T, constitutes a valid, legal and binding with the agreement of each of Company Y and Merger Subthe other party, enforceable against each of Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote seek an opinion of the holders of any class CLASSIFICATION SOCIETY or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated herebyfailing such agreement, is (i) request an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y arbitration in accordance with the articles provisions of association 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 CompanyBUYER, authorizing and approving this Agreementthen in such case the BUILDER shall make at its own cost 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 Share Issuance BUILDER shall make fair and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote reasonable adjustment of the shareholders CONTRACT PRICE in lieu of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated hereby.such alterations and

Authority. (a) Each of Company Y FCB and Merger Sub the Group Companies has all necessary corporate the requisite corporate, sport association, limited liability company or other similar power and authority to execute and deliver this Agreement andand each of the Ancillary Document to which FCB or the applicable Group Company is party or will be a party, subject toto perform its obligations hereunder and thereunder, in the case of Company Y, obtaining the Required Company Y Vote, and to consummate the transactions contemplated herebyhereby and thereby. The Company Y Board has duly execution and validly authorized the execution, delivery and performance of this Agreement Agreement, the Ancillary Documents to which FCB or the applicable Group Company is or will be a party and approved the 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 FCB or the applicable Group Company (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 other Persons party hereto or thereto, as applicable), enforceable against FCB or the applicable Group Company (as the case may be) in accordance with their 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 board of directors of FCB (the “FCB Board”) by resolutions duly adopted at a meeting duly called and held in accordance with its Governing Documents unanimously (i) approved, and declared advisable determined that this Agreement, the Merger Ancillary Documents and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions Transactions are advisable and advisable, fair to, and in the best interests of, Company Y FCB and its shareholders; and members, (iiiii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger Ancillary Documents and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote). This Agreement has been duly and validly executed and delivered by each of Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y and Merger Sub, enforceable against each of Company Y and Merger Sub Transactions in accordance with its termsapplicable law, subject to the Bankruptcy and Equity Exception. (biii) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance FCB Transaction Proposals be submitted to the shareholders of Company Y FCB General Assembly for their authorization approval and approval at a meeting adoption and (iv) resolved to be held for recommend that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize FCB General Assembly approve and approve adopt this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders FCB Transaction Proposals. None of the Company Y Shares representing a majority members of the aggregate FCB General Assembly hold or control the voting power with respect to any vote of the FCB General Assembly that represents more than 5% of the total voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote the FCB General Assembly. No approvals of the Transactions by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this AgreementFCB Board, the Share Issuance 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 transactions contemplated hereby (the “Required Company Y Vote”)FCB General Assembly Approval. No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y corporate proceedings are necessary to authorize and approve this Agreement, the Share Issuance Agreement or to consummate the transactions contemplated herebyTransactions.

Authority. (a) Each of Company Y Geely and Merger M▇▇▇▇▇ Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to, in the case of Company Y, to obtaining the Required Company Y Geely Vote, to consummate the transactions Transactions contemplated herebyby the Transaction Agreements. The Company Y Geely Board has duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation of the transactions Transactions contemplated herebyby the Transaction Agreements, and has at a meeting duly called and held at which a majority of the directors present at such meeting voted in favor of such resolutions in accordance with the Geely Memorandum and Articles of Association and the applicable listing and corporate governance rules and regulations under the Listing Rules, (i) approved, and declared advisable advisable, this Agreement, the Merger and Merger, the Plan of Merger and the other transactions Transactions contemplated herebyby the Transaction Agreements; (ii) determined that such transactions Transactions are advisable and fair toand reasonable, and in the best interests of, Company Y G▇▇▇▇ and its shareholders; the Geely Shareholders and (iii) recommended resolved to recommend that the shareholders Geely Shareholders authorize and approve this Agreement, the Plan of Company Y approve of the issuance of Company Y Class A Shares constituting Merger, the Merger Consideration (and the “Share Issuance”)other Transactions contemplated by the Transaction Agreements, as applicable. The Board of Directors of Merger Sub (the “Merger Sub Board”), ) and Company Y Geely as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company YGeely) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions Transactions contemplated herebyby the Transaction Agreements (including the Merger), and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y Geely as the sole shareholder of Merger Sub for the consummation of the transactionsTransactions contemplated by the Transaction Agreements. No other corporate proceedings on the part of Company Y Geely or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions Transactions contemplated hereby (other thanby the Transaction Agreements, with respect to including the Geely Share Issuance, except for an ordinary resolution of Geely requiring the affirmative vote of shareholders representing more than 50% of Geely Shares held by independent shareholders (that is, Geely Shareholders who are not required under the Listing Rules to abstain from voting at the Geely Shareholders Meeting) present at the Geely Shareholders Meeting in accordance with the Cayman Companies Act, the Listing Rules and the Geely Memorandum and Articles of Association authorizing and approving this Agreement, the Plan of Merger, the Merger, the Geely Share Issuance and the other Transactions (the “Required Company Y Geely Vote”). This Agreement has been duly and validly executed and delivered by each of Company Y Geely and Merger M▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery by Company TZeekr, constitutes a valid, legal and binding agreement of each of Company Y Geely and Merger Sub, enforceable against each of Company Y Geely and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y (Other than the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated herebyRequired Geely Vote, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No no other vote of the shareholders of Company Y Geely Shareholders is required by Law, the memorandum Geely Memorandum and articles Articles of association of Company Y Association or otherwise in order for Company Y Geely to authorize and approve this Agreement, the Geely Share Issuance or to consummate the transactions Transactions contemplated herebyby the Transaction Agreements.

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations hereunder and to consummate the 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 Company Y Board has duly execution and validly authorized the execution, delivery and performance of this Agreement by the Company and approved the consummation by the Company of the transactions contemplated hereby, including the Offer and has at a meeting the Merger, have been duly called and held (i) approvedauthorized by all necessary corporate action, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of the Company Y or Merger Sub and no stockholder votes are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger Agreement or to consummate the transactions contemplated hereby (other than, with respect to in the Share Issuancecase of the consummation of the Merger and if required by Law, the Required Company Y Vote)Stockholder Approval and the filing of the Certificate of Merger with the Secretary of the State of Delaware. This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company TParent and the Purchaser, constitutes a valid, legal the valid and binding agreement obligation of each of Company Y and Merger Subthe Company, enforceable against each of the Company Y and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the Bankruptcy remedy of specific performance and Equity Exceptioninjunctive 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 Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval , at a meeting to be duly called and held for that purpose. The only vote at which all directors of the holders Company were present, duly and unanimously adopted resolutions (i) determining that the terms of any class or series this Agreement, the Offer, the Merger and the other transactions contemplated hereby are fair to and in the best interests of share capital of Company Y necessary to authorize the Company’s stockholders, (ii) approving and approve declaring advisable this Agreement and the Share Issuance and the transactions contemplated hereby, is including the Offer and the Merger, (iiii) an affirmative vote by directing that this Agreement be submitted to the holders stockholders of the Company Y Shares representing a majority of for adoption and approval (unless the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y Merger is consummated in accordance with the articles of association Section 253 of the DGCL as contemplated by Section 1.7) and (iv) resolving to recommend that the Company’s stockholders accept the Offer, authorizing tender their shares pursuant to the Offer and approving vote in favor of the adoption and approval of this Agreement, the Share Issuance Agreement and the transactions contemplated hereby hereby, including the Offer and the Merger (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is if required by applicable Law), the memorandum and articles of association of Company Y which resolutions have not been subsequently rescinded, modified or otherwise withdrawn in order for Company Y to authorize and approve any way, except as may be permitted by this Agreement, the Share Issuance or to consummate the transactions contemplated hereby.

Authority. (a) Each of The Company Y and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver this Agreement andAgreement, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger, subject to the Company Shareholder Approval and any regulatory approvals referenced in Section 3.5. The Company Y Board has duly execution and validly authorized the execution, delivery and performance of this Agreement by the Company and approved the consummation by the Company of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all requisite corporate action on the part of the Company, and no other corporate proceedings on the part of the Company, and no shareholder votes, are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Company Shareholder Approval. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the 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 (in person or by telephone), has (i) approved, and declared advisable this Agreement, determined that the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and is fair to, and in the best interests of, the Company Y and its shareholders; , (ii) approved and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), declared advisable this Agreement and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other thanincluding the Merger), with respect to the Share Issuance, the Required Company Y Vote). This Agreement has been duly and validly executed and delivered by each of Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y and Merger Sub, enforceable against each of Company Y and Merger Sub in accordance with its terms(iii) unanimously resolved, subject to Section 5.4, to recommend that the Bankruptcy shareholders of the Company approve this Agreement and Equity Exception. the Merger and (biv) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance Merger be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting consideration of the shareholders of the Company Y at the Company Shareholder Meeting, which resolutions have not been subsequently withdrawn or modified in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyany way.

Authority. (a) Each of Company Y and Merger Sub the Contango Parties has all necessary requisite corporate or limited liability company power and authority to execute and deliver this Agreement Agreement, to perform all of the terms and conditions hereof to be performed by them and, subject to, in to receipt of the case of Company Y, obtaining the Required Company Y VoteContango Shareholder Approval, to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement by each of the Contango Parties, and approved subject to receipt of the Contango Shareholder Approval, the consummation of the transactions contemplated hereby, hereby have been duly authorized and has at approved by all requisite corporate or limited liability company action on the part of each of the Contango Parties. At a meeting duly called and held held, the Contango Board, by unanimous vote of the disinterested directors, (i) approved, and declared advisable determined that this Agreement, the Merger Agreement and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions hereby are advisable and fair to, and in the best interests of, Company Y of Contango and its shareholders; , (ii) approved this Agreement and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required (iii) resolved to be taken by submit the Merger Sub Board Contango Stock Issuance to a vote of Contango’s shareholders and by Company Y as the sole shareholder of Merger Sub for the consummation to recommend approval of the transactionsContango Stock Issuance by Contango’s shareholders. No other corporate proceedings on The affirmative vote (in person or by proxy) of a majority of the part of Company Y outstanding Contango Common Stock entitled to vote thereon and present in person or Merger Sub are necessary represented by proxy at a duly held Contango Special Shareholders Meeting to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote). This Agreement has been duly and validly executed and delivered by each of Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y and Merger Sub, enforceable against each of Company Y and Merger Sub Contango Stock Issuance in accordance with its termsthe rules and regulations of the NYSE American or, subject to if written consent is sought in accordance with Section 5.4(c)(ii) and Section 2.12 of the Bankruptcy and Equity Exception. (b) The Board Bylaws of Directors of Company Y Contango (the “Company Y BoardContango Bylaws”), the affirmative vote of a majority of the outstanding Contango Common Stock entitled to vote thereon (the “Contango Shareholder Approval”) has directed that this Agreement and is the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote or approval of the holders of any class or series of share the capital stock of Company Y Contango necessary to authorize and approve this Agreement and the Share Contango Stock Issuance and consummate the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, including the Share Issuance Merger, and no other corporate or limited liability company proceedings on the transactions contemplated hereby (the “Required Company Y Vote”). No other vote part of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or any Contango Party are necessary to consummate the transactions contemplated hereby, including the Merger. Contango, in its capacity as sole member of ▇▇▇▇▇▇▇ Merger Sub, has approved and adopted this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the Contango Parties and constitutes the valid and legally binding obligation of each of the Contango Parties, enforceable against each of the Contango Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Authority. (a) Each Section 3.4.1 The Company, through the Receiver, by virtue of Company Y and Merger Sub the Order, has all necessary corporate power and authority to execute and deliver this Agreement andand each Ancillary Agreement, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyby this Agreement and each Ancillary Agreement to be consummated by the Company. The execution and delivery of this Agreement and each Ancillary Agreement by the Company Y Board has and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized the execution, delivery by all necessary corporate action and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of the Company Y or Merger Sub and no stockholder votes are necessary to authorize and approve this Agreement, the Merger Agreement or the Plan of Merger any Ancillary Agreement or to consummate the transactions contemplated hereby (or thereby other than, with respect to the Share IssuanceMerger, as provided in Section 3.20. The Receiver has approved this Agreement and each Ancillary Agreement, declared advisable the Required transactions contemplated hereby and thereby and has recommended this Agreement and each Ancillary Agreement to the stockholders of the Company Y Vote)and has directed that this Agreement and each Ancillary Agreement and the transactions contemplated hereby and thereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders. This Agreement has and each Ancillary Agreement have been duly authorized and validly executed and delivered by each of the Company Y and Merger Sub andconstitute a legal, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal valid and binding agreement of each of Company Y and Merger Sub, enforceable against each of Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association obligation of the Company, authorizing and approving enforceable against the Company in accordance with their respective terms. Section 3.4.2 The Receiver, having been granted the power to do so by the Court, has taken all appropriate actions so that the restrictions on business combinations contained in Sections 78.411 through 78.444, inclusive, of the NRS will not apply with respect to or as a result of this Agreement, the Share Issuance Agreement or any Ancillary Agreement and the transactions contemplated hereby (and thereby, including the “Required Merger, 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 Y Vote”)Disclosure Schedule. No other vote of state takeover statute or similar statute or regulation is applicable to or purports to be applicable to the shareholders of Company Y is required Merger or any other transaction contemplated by Law, the memorandum and articles of association of Company Y this Agreement or otherwise in order for Company Y to authorize and approve this any Ancillary Agreement, the Share Issuance or to consummate the transactions contemplated hereby.

Authority. (a) Each of The Company Y and Merger Sub has all necessary requisite corporate power and authority authority, and has taken all corporate action necessary, to execute and deliver this Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y VoteAgreement, to perform its obligations hereunder and thereunder to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan other Transactions, subject only to the affirmative vote (in person or by proxy) of the holders of a majority of all of the outstanding shares of Common Stock at the Stockholders Meeting, or any adjournment or postponement thereof, to approve the Merger and the other transactions Transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting by the Merger Consideration Agreement (the “Share IssuanceCompany Requisite Vote”). The Board ) and the filing of Directors the Articles of Merger Sub (with the “Merger Sub Board”), SDAT and Company Y as the sole shareholder Certificate of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in with the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote)DE SOS. This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery hereof and thereof by Company T, constitutes a valid, legal and binding agreement of each of Company Y Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing (the “Bankruptcy and Equity Exception. (b) ”). The Board of Directors of Company Y the Company, at a duly called and held meeting, has (the “Company Y Board”i) has directed determined that this Agreement and the Share Issuance Transactions, including the Merger, are advisable and in the best interests of the Company and the Company’s stockholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the Transactions, including the Merger, (iii) subject to the terms of this Agreement, resolved to recommend that the stockholders of the Company vote in favor of the Merger (the “Recommendation”) and (iv) directed that the Merger be submitted to the shareholders stockholders of the Company Y for their authorization and approval at a meeting to be held for that purposeapproval. The only vote or approval of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders stock of the Company Y Shares representing a majority of which is required to adopt and approve the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance Merger and the transactions contemplated hereby (other Transactions, is the “Required Company Y Requisite Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated hereby.

Authority. (a) Each of Company Y BancShares, FCB, and Merger Sub Sub, as applicable, has all necessary requisite corporate power and authority to execute and deliver this Agreement andAgreement, and FCB has all requisite corporate power and authority to execute and deliver the Bank Merger Agreement, and in each case, subject toto the consents, approvals, waivers, notices, filings, and registrations referred to in the case of Company YSection 5.2(e), obtaining the Required Company Y Vote, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The Company Y Board has execution and delivery of this Agreement by each of BancShares, FCB, and Merger Sub, as applicable, and the Bank Merger Agreement by FCB, the performance by BancShares, FCB, and Merger Sub of their obligations hereunder and thereunder, as applicable, and the consummation by BancShares, FCB, and Merger Sub, as applicable, of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Joint Executive Committee of the Board of Directors of BancShares and FCB (the “Executive Committee”) for BancShares and FCB and on the part of the board of directors of Merger Sub, and no other corporate actions or proceedings on the part of BancShares, FCB, or Merger Sub are necessary to authorize the execution, delivery and delivery, or performance of this Agreement and approved by BancShares, FCB, or Merger Sub, as applicable, or the Bank Merger Agreement by FCB, or the consummation by BancShares, FCB, or Merger Sub, as applicable, of the transactions contemplated herebyhereby or thereby, and has at a meeting duly called and held other than (i) approvedthe approval of this Agreement and the Bank Merger Agreement by BancShares as the sole shareholder of FCB in accordance with the charter and bylaws of FCB and applicable Law, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) the approval of this Agreement by FCB as the sole shareholder of Merger Sub in accordance with the articles of incorporation and bylaws of Merger Sub and applicable Law. The Executive Committee has determined that such this Agreement and the transactions contemplated hereby are advisable and fair to, and in the best interests of, Company Y of BancShares and its shareholders; shareholders and (iii) recommended has duly and validly adopted resolutions to the foregoing effect. The Executive Committee has determined that this Agreement and the Bank Merger Agreement and the transactions contemplated hereby and thereby are advisable and in the best interests of FCB and its sole shareholder and has directed that this Agreement and the Bank Merger Agreement be submitted to the sole shareholder of FCB for approval, and has duly and validly adopted resolutions to the foregoing effect and to recommend that the shareholders sole shareholder of Company Y FCB approve of this Agreement and the issuance of Company Y Class A Shares constituting the Bank Merger Consideration (the “Share Issuance”)Agreement. The Board board of Directors directors of Merger Sub (has determined that this Agreement and the “transactions contemplated hereby are advisable and in the best interests of Merger Sub Board”)and its sole shareholder and has directed that this Agreement be submitted to FCB, and Company Y as the sole shareholder of Merger Sub, have at meetings duly called for approval, and held, has duly and validly authorized adopted resolutions to the foregoing effect and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the executionto recommend that FCB, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and Sub, approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote). This Agreement has been duly and validly executed and delivered by each of Company Y BancShares, FCB, and Merger Sub and, assuming the due authorization, execution execution, and delivery by Company Tthe Company, constitutes a valid, legal valid and legally binding agreement obligation of each of Company Y BancShares, FCB, and Merger Sub, enforceable against each of Company Y BancShares, FCB, and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization Bank Merger Agreement has been duly and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize validly executed and approve this Agreement delivered by FCB and, assuming due authorization, execution, and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote delivery by the holders Bank, constitutes a valid and legally binding obligation of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A SharesFCB enforceable against FCB in accordance with its terms, in each case, at a meeting of case except as enforceability may be limited by the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyEnforceability Exceptions.

Authority. (a) Each of The Company Y and Merger Sub has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y Vote, and to consummate the transactions contemplated hereby. The Company Y Board has duly , subject, in the case of consummation of the Merger, to obtaining the approval and validly authorized the execution, delivery and performance adoption of this Agreement and approved the approval of the Merger by the Company’s stockholders as contemplated in Section 5.2. The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of the Company and has at a meeting duly called no further action is required on the part of the Company to authorize the execution and held (i) approved, and declared advisable delivery of this Agreement, Agreement or to consummate the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect subject only to the Share Issuance, the Required Company Y Vote). This Agreement has been duly approval and validly executed and delivered by each adoption of Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y and Merger Sub, enforceable against each of Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted approval of the Merger 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 shareholders holders of a majority of the outstanding shares of Company Y for their authorization and approval at a meeting to be held for that purpose. The Common Stock is the only vote of the holders of any class or series of share Company capital of Company Y stock necessary to authorize approve or adopt this Agreement, approve the Merger and approve 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 (except as is permitted pursuant to Section 5.3(d) hereof) duly (i) determined that the Merger is fair to, and in the best interest of, the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the Share Issuance and the transactions contemplated herebythereby, is including the Merger, and (iiii) an affirmative vote by recommended that the holders stockholders of the Company Y Shares representing a majority of approve and adopt this Agreement and approve the aggregate voting power of Merger and directed that such matter be submitted to the Company’s stockholders at the Company Y Shares outstanding (voting together as a single class), Stockholders’ Meeting. This Agreement has been duly executed and (ii) an affirmative vote delivered by the holders of a majority of Company and assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association valid and binding obligation of the Company, authorizing enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and approving this Agreement, the Share Issuance remedies of creditors generally and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote to general principles of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyequity.

Authority. (a) Each of The Company Y and Merger Sub has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to, in only to the case approval and adoption of Company Y, obtaining this Agreement by the Required Company Y VoteCompany’s stockholders, to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance execution and delivery of this Agreement, the Merger and performance by the Plan Company of Merger its obligations hereunder and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken hereby have been duly authorized by the unanimous vote of the Company’s Board of Directors. The Company’s Board of Directors has unanimously determined that the Merger Sub Board is advisable and fair and in the best interests of the Company and the Company’s stockholders, recommended approval of this Agreement and the Merger by Company Y as the sole shareholder Company’s stockholders, directed that the Merger be submitted for consideration by the Company’s stockholders and approved the amendment to its certificate of Merger Sub incorporation to increase the authorized number of shares of the Company’s Series D Preferred Stock to allow for the consummation conversion of the transactionsprincipal and interest outstanding under the Company Convertible Notes pursuant to Section 2.7(c). No other corporate proceedings on the part of the Company Y or Merger Sub are necessary to authorize the execution and approve delivery of this Agreement, the Merger or the Plan of Merger to perform its obligations hereunder or to consummate the Merger and the other transactions contemplated hereby (other thanhereby, with respect subject only to the Share Issuance, approval and adoption of this Agreement by the Required Company Y Vote)Company’s stockholders and the filing of the Certificate of Merger pursuant to Delaware Law. This Agreement has been duly The affirmative vote of (i) a majority of the issued and validly executed and delivered by each outstanding shares of Company Y Common Stock and Merger Sub andCompany Preferred Stock (on an as- converted to Company Common Stock basis), assuming voting together as a single class, and (ii) a majority of the due authorization, execution issued and delivery by Company T, constitutes a valid, legal and binding agreement of each outstanding shares of Company Y Preferred Stock (on an as-converted to Company Common Stock basis), voting together as a single class, and Merger Sub, enforceable against each (iii) a majority of the issued and outstanding shares of Company Y Common Stock, to adopt this Agreement, approve the Merger and consummate the Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to other transactions contemplated hereby, are the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote votes of the holders of any class or series of share capital of the Company Y Capital Stock necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving adopt this Agreement, approve the Share Issuance Merger and consummate the Merger and the other transactions contemplated hereby (the “Required Company Y VoteStockholder Approval”). No other vote This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Sub and with respect to Article VIII only the Securityholders’ Representative, constitutes a valid and binding obligation of the shareholders Company, enforceable against the Company in accordance with its terms, except (A) as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting the rights of Company Y is required by Lawcreditors generally and general equitable principles (whether considered in a proceeding in equity or at law), and (B) as the memorandum remedy of specific performance and articles injunctive and other forms of association equitable relief may be subject to equitable defenses and to the discretion of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebya court of competent jurisdiction before which any proceeding may be brought.

Authority. (a) Each of The Company Y and Merger Sub has all necessary full corporate power and authority to execute and deliver this Agreement and, subject to, in and the case of Company Y, obtaining the Required Company Y Vote, POL Agreement and to consummate the transactions contemplated herebyhereby and thereby. The Company Y Board has duly execution and validly authorized the execution, delivery and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger POL Agreement and the consummation of the transactions contemplated herebyhereby and thereby has been duly and validly authorized by the Company's Board of Directors, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of the Company Y are necessary, as a matter of law or Merger Sub are necessary otherwise to authorize and approve this Agreement, render the requirements for business combinations contained in Subchapter 25F of the PBCL inapplicable to the Merger or and the Plan POL Agreement. Each of Merger or to consummate this Agreement and the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote). This POL Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes is a valid, legal valid and binding agreement of each of Company Y and Merger Subthe Company, enforceable against each of Company Y and Merger Sub it in accordance with its terms, except (a) as such enforcement may be subject to bankruptcy, insolvency or similar laws now or hereafter in effect relating to creditors rights, and (b) as the Bankruptcy remedy of specific performance and Equity Exceptioninjunctive 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 Except for the action contemplated by Section 1.9 hereof, the Board of Directors of the Company Y (the “Company Y Board”) has directed that this Agreement duly and the Share Issuance be submitted to the shareholders of Company Y for their authorization validly approved and approval at a meeting taken all corporate action required to be held taken by the Board of Directors for that purpose. The only vote the consummation of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated herebyby this Agreement, is (i) an affirmative vote including the Offer, the Merger and the acquisition of Shares pursuant to the Offer, the Merger, the Tender and Option Agreement, the transactions contemplated by the holders POL Agreement and any Other Transactions, including without limitation all matters contemplated by Section 1.2(a)(ii) hereof. In reliance upon the representation and warranty of Parent and Purchaser in Section 4.7 hereof, and assuming that the Minimum Condition is satisfied, or that no Shares are purchased under the Offer or otherwise (other than pursuant to the Tender and Option Agreement), the Company represents to Parent and Purchaser that the actions set forth in Section 1.2(a) are all the actions required, and are sufficient, to render the relevant antitakeover provisions of the Company Y Shares representing a majority PBCL (other than the provisions of Subchapter 25E of the aggregate voting power of Company Y Shares outstanding (voting together PBCL) inapplicable to the Offer, the Merger, the Tender and Option Agreement, the POL Agreement and any Other Transactions and the other matters referred to in Section 1.2(a)(ii) above so long as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y this Agreement has not been terminated in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyits terms.

Authority. (a) Each of The Company Y and Merger Sub has all necessary requisite corporate power and authority and has taken all corporate action necessary in order to execute and deliver this Agreement and, subject to, in to the case approval of this Agreement and the terms of the Merger by the affirmative vote of the holders of a majority of the total number of shares of Company YStock voted at the Shareholders Meeting (or, obtaining if any shares of Company Stock are held by Parent or Merger Sub, by the Required affirmative vote of the holders of a majority of the total number of shares of Company Y VoteStock who are not Parent or Merger Sub or anyone on their behalf, including their relatives or corporations under their control who voted at the Shareholders Meeting (not counting any abstinent votes)) (the “Company Shareholder Approval”), to perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated hereby. The This Agreement has been duly authorized, executed and delivered by the Company Y Board has duly and, assuming the due and validly authorized the executionvalid authorization, execution and delivery and performance of this Agreement by the other Parties, this Agreement constitutes the legal, valid and approved the consummation binding obligation of the transactions contemplated herebyCompany, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general applicability affecting or relating to creditors’ rights generally and has at general equitable principles (the “Bankruptcy and Equity Exceptions”). (b) At a meeting duly called and held in compliance with the requirements of ICL and the Organizational Documents, the Board of Directors of the Company, acting upon the unanimous recommendation of the Committee, has, by unanimous vote of all of the directors, (i) approved, and declared advisable determined that this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions by this Agreement are advisable and fair to, and in the best interests of, the Company Y and its shareholders; shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Corporation will be unable to fulfill the obligations of the Company to its creditors, (ii) approved and declared advisable this Agreement and the Merger, on the terms and subject to the conditions set forth in this Agreement, and (iii) recommended subject to Section 5.02, resolved to recommend that the shareholders of the Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote). This Agreement has been duly and validly executed and delivered by each of Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y and Merger Sub, enforceable against each of Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders terms of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby Merger (the “Required Company Y VoteBoard Recommendation”). No other vote ) at the Shareholders Meeting and include such Company Board Recommendation in the Proxy Statement, which resolutions have not as of the shareholders of Company Y is required by Lawdate hereof been subsequently rescinded, the memorandum and articles of association of Company Y modified or otherwise withdrawn in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyany way.

Authority. (a) Each of Company Y and Merger Sub the Burro Parties has all necessary corporate requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement Agreement, to perform all of the terms and conditions hereof to be performed by them and, subject to, in to receipt of the case of Company Y, obtaining the Required Company Y VotePartnership Unitholder Approval, to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation by each of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger Burro Parties and the consummation of the transactions contemplated hereby, and taken all corporate actions required subject to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation (i) receipt of the transactions. No other corporate proceedings GP Membership Interest Approval, which shall be obtained promptly following the execution of this Agreement and (ii) receipt of the Partnership Unitholder Approval, have been duly authorized and approved by all requisite partnership or limited liability company action on the part of Company Y each of the Burro Parties. At a meeting duly called and held, the General Partner Board, by unanimous vote, (A) determined that it is in the best interests of the Partnership (and its unitholders) and General Partner (and the holder of the GP Membership Interests) to enter into this Agreement and to proceed with and consummate the Mergers and the other transactions contemplated by the hereby, (B) determined that this Agreement and the transactions contemplated hereby are, (I) with respect to the LP Mergers, in the best interests of the Partnership and the holders of Partnership Common Units and fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership) and (II) with respect to the GP Merger Sub are necessary to authorize and approve the Subsequent LP Merger, in the best interests of the General Partner and the holder of the GP Membership Interests, (C) approved this Agreement and the transactions contemplated hereby, including the Mergers, and (D) directed that (I) this Agreement, the Merger or LP Mergers be submitted to a vote of the Plan holders of Merger or Partnership Common Units by written consent pursuant to consummate Section 13.11 and Section 14.3(a) of the Partnership LPA and recommended approval of this Agreement and the transactions contemplated hereby hereby, including the LP Mergers, by the holders of Partnership Common Units (other thanthe “Partnership Recommendation”) and (II) this Agreement and the GP Merger and the Subsequent LP Merger be submitted to a vote of the holder of the GP Membership Interests by written consent pursuant to Section 12.3(a) of the General Partner LLCA and recommended approval of this Agreement and the transactions contemplated hereby, with respect to including the Share IssuanceGP Merger and the Subsequent LP Merger, by the Required Company Y Vote)holder of the GP Membership Interests. This Agreement has been duly and validly executed and delivered by each of Company Y the Burro Parties, and Merger Sub and, assuming the due authorization, authorization and execution and delivery of this Agreement by Company Tthe Kick Parties, constitutes a valid, legal the valid and legally binding agreement obligation of each of Company Y and Merger Subthe Burro Parties, enforceable against each of Company Y and Merger Sub the Burro Parties in accordance with its terms, subject to except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the Bankruptcy enforcement of creditors’ rights and Equity Exceptionremedies generally and by general principles of equity (whether applied in a proceeding at law or in equity) (collectively, the “Enforceability Exceptions”). (b) The Board approval of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is including the Mergers, by (i) an the affirmative vote by or consent of the holders of a Unit Majority (the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class“Partnership Unitholder Approval”), and (ii) an the affirmative vote by or consent of Members representing a Majority Interest (the holders “GP Membership Interest Approval”), are the only votes or approvals of a majority partnership interests in the Partnership and limited liability company interests of the total outstanding Company Y Class A Shares, in each case, at a meeting of General Partner that are necessary to approve this Agreement and approve and consummate the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving transactions contemplated by this Agreement, including the Share Issuance Mergers, and no other limited liability company or limited partnership proceedings on the transactions contemplated hereby (the “Required Company Y Vote”). No other vote part of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y any Burro Party are necessary to authorize and approve this Agreement, the Share Issuance Agreement or to consummate the transactions contemplated hereby, including the Mergers.

Authority. (a) Each of Company Y and Merger Sub Quintiles has all necessary corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y Vote, and to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement by Quintiles and approved the consummation by Quintiles of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of Quintiles and has at a meeting duly called and held (i) approved, and declared advisable no other corporate proceedings on the part of Quintiles are necessary to approve this Agreement, Agreement or to consummate the Merger and the Plan of Merger and the other transactions contemplated hereby; , subject, in the case of the consummation of the Merger and the other transactions contemplated hereby, to (i) the approval of this Agreement by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Quintiles Common Stock, (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve approval of the issuance of Company Y Class A Shares constituting shares of Quintiles Common Stock in connection with the Merger Consideration as contemplated by this Agreement by the affirmative vote of the holders of outstanding Quintiles Common Stock representing a majority of the votes cast with respect to such approval, (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Subiii) the execution, performance and delivery approval of this Agreement, the Merger and the Plan of Merger Conversion by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Quintiles Common Stock and (iv) the consummation approval of the transactions contemplated herebyConverted Entity Charter in connection with the Conversion, and taken or one or more of the provisions thereof, by the holders of a majority of all corporate actions required the votes entitled to be taken cast thereon by holders of shares of Quintiles Common Stock; provided, however, that any such approvals referred to in the Merger Sub Board and foregoing clauses (i) - (iv) shall be unbundled into separate proposals to the extent required by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreementapplicable Law (collectively, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote“Quintiles Stockholder Approval”). This Agreement has been duly and validly executed and delivered by each of Company Y and Merger Sub Quintiles and, assuming the due authorization, execution and delivery by Company TIMS Health, constitutes a valid, legal valid and binding agreement obligation of each of Company Y and Merger SubQuintiles, enforceable against each of Company Y and Merger Sub Quintiles in accordance with its terms, subject terms (except to the Bankruptcy and Equity Exceptionextent 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 Board of Directors of Company Y Quintiles (the “Company Y Quintiles Board”), at a meeting duly called and held at which all directors of Quintiles were present, duly and unanimously (of those voting) has directed adopted resolutions (i) determining that the terms of this Agreement, the Merger and the other transactions contemplated hereby, including the Plan of Conversion and the Conversion, are fair to and in the best interests of Quintiles’ stockholders, (ii) approving and declaring advisable this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, including the Merger and the Conversion, (iii) directing that this Agreement and the Share Issuance Plan of Conversion be submitted to the shareholders stockholders of Company Y Quintiles for their authorization approval and (iv) resolving to recommend that Quintiles’ stockholders vote in favor of the approval at a meeting to of this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, including the Merger and the Conversion, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be held for that purposepermitted by Section 5.2. (c) The votes comprising the Quintiles Stockholder Approval are the only votes of the holders of any class or series of Quintiles’ capital stock or other securities required in connection with the consummation of the Merger and the Conversion. The only No vote of the holders of any class or series of share Quintiles’ capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, stock or other securities is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, required in each case, at a meeting of the shareholders of Company Y in accordance connection with the articles consummation of association any of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (to be consummated by Quintiles other than the “Required Company Y Vote”). No other vote of Merger and the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyConversion.

Authority. (a) Each of The Company Y and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement and any Ancillary Agreements to which it is a party and, subject to, in the case to receipt of Company Y, obtaining the Required Company Y Shareholder Vote, to consummate the transactions contemplated herebyhereby and thereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement and approved any Ancillary Agreements to which the consummation of the transactions contemplated hereby, and has at Company is a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger party and the consummation of the transactions contemplated hereby, hereby and taken thereby have been duly and validly authorized by all necessary corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings action on the part of the Company, and no further corporate action is necessary on the part of the Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger Agreement or the Plan of Merger any Ancillary Agreement to which it is a party or to consummate the Merger, and the other transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote)or thereby. This Agreement has and each of the Ancillary Agreements to which the Company is a party have been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company Tthe other parties hereto and thereto, constitutes a valid, legal constitute valid and binding agreement obligations of each of Company Y and Merger Subthe Company, enforceable against each of the Company Y and Merger Sub in accordance with its their terms, subject to the Bankruptcy and Equity Exception. (b) The Without limiting the generality of the foregoing, the Board of Directors of the Company, at a meeting duly called and held, or acting by written consent, has unanimously (i) determined that the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company Y and the holders of Company Capital Stock, (ii) approved and adopted this Agreement, the “Ancillary Agreements to which the Company Y Board”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) has directed that this Agreement and the Share Issuance Merger be submitted to the shareholders Company Stockholders for their approval and adoption, and (iv) recommended that the Company Stockholders vote in favor of the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby. (c) The affirmative vote or consent of (i) the holders of a majority of the outstanding shares of Company Y for their authorization Capital Stock, voting together as a single class and approval at on an as-converted basis and (ii) a meeting to be held for that purpose. The 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 Vote”) is the only vote of the holders of any class or series of share capital of Company Y Capital Stock necessary under the Charter Documents and applicable Law (including the DGCL) to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance Ancillary Agreements to which the Company is or will be a party, the Merger and to consummate the transactions transaction contemplated herebyhereby and thereby.

Authority. (a) Each of Company Y Veritex and Merger Sub has all necessary the corporate power and authority necessary to execute execute, deliver, and, other than with respect to the Merger Transactions, perform this Agreement, and deliver with respect to the Merger, upon the approval of the issuance of Veritex Common Stock pursuant to this Agreement andby a majority of the votes cast by holders of shares of Veritex Common Stock at the Veritex Meeting to approve the Veritex Share Issuance as contemplated by Section 7.1 (the “Veritex Shareholder Approval”), subject to, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery delivery, and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated herebyherein, including the Merger Transactions, have been duly and taken all corporate actions required to be taken validly authorized by the Merger Sub Board board of directors of Veritex and approved by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other all necessary corporate proceedings action in respect thereof on the part of Company Y or Veritex, Veritex Bank and Merger Sub are necessary to authorize (including, approval by, and approve a determination by all of the members of the boards of directors of Veritex and Veritex Bank that this Agreement, Agreement and the Merger or the Subsidiary Plan of Merger are advisable and in the best interests of Veritex’s and Veritex Bank’s shareholders and directing the submission of the Veritex Share Issuance proposal to a vote at a meeting of shareholders, and approval by, and a determination by all of the members of the board of directors of Merger Sub that this Agreement is advisable and in the best interests of Merger Sub’s shareholders, and approval, by Veritex as Merger Sub’s sole shareholder, of this Agreement at a duly held meeting or to consummate the transactions contemplated hereby (other thanby unanimous written consent), with respect subject to the Share Issuancereceipt of the Veritex Shareholder Approval. Subject to the receipt of the Veritex Shareholder Approval, the Required Company Y Vote). This Agreement has been duly and validly executed and delivered by each of Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company TGreen, constitutes this Agreement represents a legal, valid, legal and binding agreement obligation of each of Company Y Veritex and Merger Sub, enforceable against each of Company Y Veritex and Merger Sub in accordance with its termsterms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote discretion of the holders of court before which any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single classproceeding may be brought), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated hereby.

Authority. (a) Each of The Company Y and Merger Sub has all necessary requisite corporate power and authority authority, and has taken all corporate action necessary, to execute execute, deliver and deliver perform this Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y Vote, and to consummate the transactions contemplated hereby. The Merger, subject only to the affirmative vote (in person or by proxy) of the holders of a majority of all of the outstanding shares of Company Y Board has duly and validly authorized Common Stock entitled to vote thereon at the executionCompany Shareholders Meeting, delivery and performance of or any adjournment or postponement thereof, to approve this Agreement (the "Company Requisite Vote") and approved the consummation filing of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan Certificate of Merger and with the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote)Michigan LARA. This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery hereof by Company T, constitutes a valid, legal and binding agreement of each of Company Y Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law) (the "Bankruptcy and Equity Exception"). (b) The All of the directors of the Company Board of Directors present at a duly called and held meeting, at which a quorum of the directors of the Company Y Board of Directors were present, unanimously (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 and its shareholders, (ii) approved and adopted this Agreement, (iii) resolved to recommend that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger (the “"Company Y Board”Recommendation") has and (iv) directed that this Agreement and the Share Issuance Merger be submitted to the shareholders of the Company Y for their authorization and approval at a meeting to be held for that purposeapproval, which resolutions have not been amended, withdrawn or modified in any way as of the date hereof. The only vote of the holders shareholders of any class or series of share capital of the Company Y necessary required to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (is the “Required Company Y Requisite Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated hereby.

Authority. (a) Each of Section 3.3.1 The Company Y and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andand the Purchaser Stock Option Agreement, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyby this Agreement and the Purchaser Stock Option Agreement to be consummated by the Company. The execution and delivery of this Agreement and the Purchaser Stock Option Agreement by the Company Y Board has and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized the execution, delivery by all necessary corporate action and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of the Company Y or Merger Sub and no stockholder votes are necessary to authorize and approve this Agreement, the Merger Agreement or the Plan of Merger Purchaser Stock Option Agreement or to consummate the transactions contemplated hereby (other thanor thereby, with respect to including the Share Issuance, Offer and the Required Company Y Vote)Merger. This Agreement has and the Purchaser Stock Option Agreement have been duly authorized and validly executed and delivered by each of the Company Y and Merger Sub andconstitute a legal, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal valid and binding agreement of each of Company Y and Merger Sub, enforceable against each of Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association obligation of the Company, authorizing and approving enforceable against the Company in accordance with their respective terms. Section 3.3.2 The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of this Agreement, Agreement or the Share Issuance Purchaser Stock Option Agreement and the transactions contemplated hereby (and thereby, including the “Required Offer and the Merger, without any further action on the part of the stockholders or the Company Y Vote”)Board. No other vote of state takeover statute or similar statute or regulation applies or purports to apply to the shareholders of Company Y is required by LawOffer, the memorandum and articles of association of Company Y Merger or otherwise in order for Company Y to authorize and approve any other transaction contemplated by this Agreement or the Purchaser Stock Option Agreement, the Share Issuance or to consummate the transactions contemplated hereby.

Authority. (ai) Each of The Company Y and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement and, subject toto receipt of the Company Stockholder Approval, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement by the Company and approved the consummation by the Company of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in hereby have been duly authorized by all necessary corporate action on the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve part of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of the Company Y or Merger Sub are necessary to authorize and approve this Agreement, Agreement or to consummate the Merger or the Plan of Merger or to consummate the other transactions contemplated hereby (other than, with respect to than the Share Issuance, receipt of the Required Company Y VoteStockholder Approval). This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company Teach of the other parties hereto, constitutes a validlegal, legal valid and binding agreement obligation of each of Company Y and Merger Subthe Company, enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing (the “Bankruptcy and Equity Exception”). (bii) The Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, at a duly called and held meeting has, by unanimous vote of all of the directors, (i) determined that it is fair to and in the best interests of the Company Y and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger and the other transactions contemplated hereby, (ii) approved the “Company Y Board”) has directed that execution, delivery and performance of this Agreement and the Share Issuance be submitted to the shareholders consummation of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is including the Merger upon the terms and subject to the conditions set forth in this Agreement, (iiii) an affirmative vote by the holders of directed that the Company Y Shares representing submit the adoption of this Agreement to a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders stockholders of the Company Y in accordance with the articles terms of association of the Company, authorizing and approving this Agreement, and (iv) subject to Section 4.02, resolved to recommend that the Share Issuance and stockholders of the transactions contemplated hereby Company adopt this Agreement (the “Required Company Y VoteRecommendation”). No other vote ) at the Company Stockholders’ Meeting, which resolutions have not as of the shareholders of Company Y is required by Lawdate hereof been subsequently rescinded, the memorandum and articles of association of Company Y modified or otherwise withdrawn in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyany way.

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement by the Company and approved the consummation by the Company of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, hereby have at meetings duly called and held, been duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated herebyall necessary corporate action, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings proceeding on the part of the Company Y or Merger Sub are is necessary to authorize and approve this Agreement, the Merger or the Plan of Merger Agreement or to consummate the transactions so contemplated hereby (other thanthan adoption of the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement by the holders of at least a majority in combined voting power of the outstanding Shares (the “Company Requisite Vote”), and the filing with respect to the Share Issuance, Secretary of State of the Required Company Y VoteState of Delaware of the Certificate of Merger as required by the DGCL). This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery hereof by Company TParent and Purchaser, constitutes a validlegal, legal valid and binding agreement obligation of each of the Company Y and Merger Sub, enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Exceptionother similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing. (b) The Board making of Directors of Company Y (the “Company Y Board”) has directed that this Agreement any offer and proposal and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders taking of any class other action by Parent or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y Purchaser in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance Agreement and the transactions contemplated hereby have been consented to by the Company Board under provisions of the confidentiality agreement, dated November 10, 2006, between Parent and the Company (the “Required Company Y VoteConfidentiality Agreement”). No other vote of the shareholders of The Company Y is required by Law, the memorandum Board (at a meeting or meetings duly called and articles of association of Company Y or otherwise in order for Company Y to authorize and approve held) has unanimously: (i) determined that this Agreement, the Share Issuance Offer and the Merger are advisable and fair to and in the best interests of, the Company and its stockholders; (ii) adopted and approved this Agreement and the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement; (iii) 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) resolved to recommend 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 by the stockholders of the Company (the “Company Board Recommendation”), which actions and resolutions have not, as of the date hereof, been subsequently rescinded, modified or to consummate the transactions contemplated herebywithdrawn in any way.

Authority. ENFORCEABILITY; NO CONFLICT (a) Each of Company Y Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andand the other agreements referred to in this Agreement, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyContemplated Transactions. The Company Y Board has execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the executionpart of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than the filing of appropriate merger documents as required by the CBCA). The Boards of Directors of each of Parent and Merger Sub, delivery at meetings duly called and performance of held, (i) determined that this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions Contemplated Transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), Parent and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and (ii) approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger Agreement and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote)Contemplated Transactions. This Agreement has been duly and validly executed and delivered by each of Company Y Parent and Merger Sub andand constitutes the legal, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal valid and binding agreement obligation of each of Company Y Parent and Merger Sub, enforceable against each of Company Y Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions do or will, directly or indirectly (with or without notice or lapse of time or both), (i) Contravene, conflict with or result in a violation of (A) any provision of the Governing Documents of either Parent or Merger Sub or (B) any resolution adopted by the board of directors of Parent or Merger Sub; (ii) Contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or Order to which Parent or Merger Sub is or may be subject; or (iii) require a Consent from any Person, except, in the case of clauses (ii) and (iii), for any such Contravention, conflict or violation that could not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. (c) The Board execution and delivery of Directors this Agreement by Parent and Merger Sub do not, and the performance of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote consummation of the holders of Contemplated Transactions by Parent and Merger Sub will not, require any class Consent of, or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated herebyfiling with or notification to, is any Governmental Body, except (i) an affirmative vote for (A) applicable requirements, if any, of the Exchange Act, the Securities Act and state securities or "blue sky" laws and (B) the filing of the Articles of Merger as required by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), CBCA and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shareswhere failure to obtain such Consents, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebymake such filings or notifications, would not result in a Parent Material Adverse Effect.

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to, in to the case approval of Company Y, obtaining this Agreement by the Required Company Y VoteCompany’s shareholders to the extent required by applicable Law, to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement by the Company and approved the consummation by the Company of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, hereby have at meetings duly called and held, been duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated herebyall necessary corporate action, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings proceeding on the part of the Company Y or Merger Sub are is necessary to authorize and approve this Agreement, the Merger or the Plan of Merger Agreement or to consummate the transactions so contemplated hereby (other thanthan approval of this Agreement by the holders of at least a majority of the outstanding Shares entitled to vote, if required (the “Company Requisite Vote”), and the filing with respect to the Share Issuance, Secretary of State of the Required Company Y VoteState of California of the Agreement of Merger as required by the CGCL). This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery hereof by Company TParent and Purchaser, constitutes a validlegal, legal valid and binding agreement obligation of each of the Company Y and Merger Sub, enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Exceptionother similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing. (b) The Company Board of Directors of Company Y (the “Company Y Board”at a meeting or meetings duly called and held) has directed unanimously: (i) determined that this Agreement and the Share Issuance transactions contemplated hereby, including the Offer and the Merger, are advisable and fair to and in the best interests of, the Company and its shareholders; (ii) adopted and approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with applicable Law; (iii) directed that this Agreement be submitted to the shareholders of the Company Y for their authorization approval (unless the Merger is consummated in accordance with Section 1110 of the CGCL as contemplated by Section 2.7); and (iv) resolved to recommend acceptance of the Offer and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders shareholders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y VoteBoard Recommendation”). No other vote , which actions and resolutions have not, as of the shareholders of Company Y is required by Lawdate hereof, the memorandum and articles of association of Company Y been subsequently rescinded, modified or otherwise withdrawn in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyany way.

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, the Investors’ Rights Agreement and, subject to, in the case of Company Yform attached hereto as Exhibit B (the "Investors’ Rights Agreement"), obtaining the Required Company Y VoteWarrant, (the Investors’ Rights Agreement and the Warrant are collectively referred to as the "Transaction Agreements"), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby or thereby. The execution and delivery of this Agreement and the Transaction Agreements by the Company Y Board has and the consummation by the Company of the transactions contemplated hereby or thereby have been duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation of the transactions contemplated herebyby all necessary corporate action, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of the Company Y or Merger Sub are necessary to authorize this Agreement and approve this Agreement, the Merger or the Plan of Merger Transaction Agreements or to consummate the transactions contemplated hereby (other than, with respect to or thereby. Each of this Agreement and the Share Issuance, the Required Company Y Vote). This Agreement Transaction Agreements has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company Tthe Company, constitutes a validlegal, legal valid and binding agreement obligation of each of Company Y and Merger Subthe Company, enforceable against each of the Company Y and Merger Sub in accordance with its terms, terms subject to the Bankruptcy effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' rights generally and Equity Exception. subject to the effect of general principles of equity (b) regardless of whether considered in a proceeding at law or in equity). The Company Board of Directors of Company Y (the “Company Y "Board”") has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving approved this Agreement, the Share Issuance Transaction Agreements and the transactions contemplated hereby or thereby and such approvals are sufficient so that the restrictions 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, (the and any similar provisions, each a “Required Company Y VoteTakeover Statute”). No other vote , and no anti-takeover provision in the amended certificate of incorporation or by-laws of the shareholders Company shall not apply to any of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyhereby or thereby, including, but not limited to, any exercise of the Warrant or actions permitted pursuant to the Investors’ Rights Agreement. The Company warrants and agrees to carry out its obligations as set out in the Investor Rights Agreement.

Authority. (a) Each of The Company Y and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y Vote, and to consummate the transactions contemplated herebyhereby and perform its obligations hereunder, subject to adoption and approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Company Stockholders’ Meeting”). The Company Y Board has duly and validly authorized the approval, execution, delivery and performance of this Agreement and approved the approval of the consummation of the transactions contemplated herebyhereby 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 authorize the approval, execution, delivery and has at a meeting duly called and held (i) approved, and declared advisable performance of this Agreement, Agreement or to consummate the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable , except for the adoption and fair to, approval of this Agreement by the Company Stockholders and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve filing of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors Certificate of Merger Sub (with the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation Secretary of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder State of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote)Delaware. This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, (assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y Parent and Merger Sub) constitutes the valid and binding obligations of the Company, enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and Equity Exceptiongeneral principles of equity. (b) The On or prior to the date of this Agreement, the Company Board (upon the unanimous recommendation of the Transaction Committee of the Board of Directors of Company Y Directors) has, at a meeting duly called and held in which all directors were present, unanimously adopted resolutions (the “Company Y Board”i) has directed that approving this Agreement and the Share Issuance Merger, (ii) declaring this Agreement and the Merger advisable and fair to, and in the best interest of, the Company and the Company Stockholders, and directing that this Agreement be submitted to the shareholders of Company Y Stockholders for their authorization approval and approval at adoption, and (iii) recommending to the Company Stockholders that they vote in favor of adopting and approving this Agreement in accordance with the terms hereof, which resolutions, subject to Section 6.4, have not been subsequently withdrawn or modified in a meeting manner adverse to be held for Parent. (c) The Transaction Committee of the Board of Directors has unanimously recommended that purpose. the Company Board adopt and approve this Agreement and the transactions contemplated hereby, including the Merger, which recommendation, subject to Section 6.4, has not been subsequently withdrawn or modified in a manner adverse to Parent. (d) The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders stock or other securities of the Company Y Shares representing a majority of necessary to approve and adopt this Agreement or to consummate the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an Merger is the affirmative vote by of the holders of a majority of the total outstanding shares of Company Y Class A SharesCommon Stock, in each casevoting together as a single class, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y Stockholders’ Meeting or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance any adjournment or to consummate the transactions contemplated herebypostponement thereof.

Authority. (a) Each of Company Y and Merger Sub the Azoff Parties has all necessary corporate requisite power and authority to execute and deliver this Agreement andthe Transaction Documents to which it is or will be a party, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations thereunder and to consummate the transactions contemplated herebythereby. The Company Y Board has execution and delivery by each Azoff Party of the Transaction Documents to which it is or will be a party, the performance by each Azoff Party of its obligations thereunder and the consummation by each Azoff Party of the transactions contemplated thereby have been duly and validly authorized the execution, delivery by all necessary action and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the no other transactions contemplated hereby; (ii) determined that such transactions proceedings are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to authorize the Transaction Documents to which each Azoff Party is or will be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub a party or for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or each Azoff Party to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote)or thereby. This Agreement has been been, and, upon execution and delivery thereof by an Azoff Party, each of the other Transaction Documents to which an Azoff Party is or will be a party shall be, duly and validly executed and delivered by each of Company Y and Merger Sub such Azoff Party and, assuming the due and valid authorization, execution and delivery by Company Tthe other parties thereto, constitutes constitute, or in the case of each such other Transaction Document, shall constitute, a valid, legal valid and binding agreement obligation of each of Company Y and Merger Subthe Azoff Party party thereto, enforceable against each of Company Y and Merger Sub it in accordance with its respective terms, subject except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights and general principles of equity. Prior to the Bankruptcy and Equity Exception. (b) The Board acquisition by MSG Member of Directors the Purchased Interest, Newco shall not have conducted any business operations or activities other than the acceptance of Company Y (the “Company Y Board”) has directed that this Agreement contribution of the Contributed Business and the Share Issuance be submitted to the shareholders issuance of Company Y for their authorization and approval at a meeting to be held for that purpose100% membership interest therefor. The only vote Azoff Family Trust of 1997, dated May 27, 1997, as amended, owns all of the holders of membership interests and any class other equity in Azoff Management. ▇▇▇▇▇▇ ▇▇▇▇▇ does not, directly or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated herebyindirectly, is own any assets or interests in or relating to, or conduct, any business that is, a Relevant Business other than (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), through Azoff Management and (ii) an affirmative vote the Permitted Passive Rights. “Permitted Passive Rights” means passive movie participation rights, passive movie soundtrack royalties and passive royalties from music owned by the holders of a majority of the total outstanding Company Y Class A Sharesbusiness known as Azoff Publishing, Inc., in each caseall cases (A) acquired by ▇▇▇▇▇▇ ▇▇▇▇▇ or one of his controlled Affiliates prior to August 1, at a meeting 2013 and (B) which do not, in any year, produce more than $150,000 of income in the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyaggregate.

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y Vote, and to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement by the Company and approved the consummation by the Company of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of the Company and has at a meeting duly called and held (i) approved, and declared advisable no other corporate proceedings on the part of the Company are necessary to approve this Agreement, Agreement or to consummate the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests ofsubject, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated herebyMerger, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation receipt of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote)Stockholder Approval. This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y ▇▇▇▇▇▇ and Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject terms (except to the Bankruptcy and Equity Exceptionextent 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 Board Company Board, at a meeting duly called and held, duly adopted resolutions (i) determining that the terms of Directors this Agreement, the Merger and the other transactions contemplated hereby are fair to, advisable and in the best interests of Company Y the Company’s stockholders, (the “Company Y Board”ii) has directed that approving and declaring advisable this Agreement and the Share Issuance transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to the shareholders stockholders of the Company Y for their authorization adoption, and approval at a meeting (iv) resolving to be held for recommend that purpose. the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of share capital the Company Capital Stock or other securities required in connection with the consummation of the Merger. Other than the Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated herebyStockholder Approval, is (i) an affirmative no vote by of the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association any class or series of the Company, authorizing and approving this Agreement, ’s capital stock or other securities is required in connection with the Share Issuance and consummation of any of the transactions contemplated hereby (to be consummated by the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyCompany.

Authority. (a) Each of Company Y and Merger Sub NXDT has all necessary corporate the requisite power and authority to execute and deliver this Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y Vote, and to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement by NXDT and approved the consummation by NXDT of the transactions contemplated hereby have been duly authorized and, other than the filing of the Company Merger Certificate with the DSOS, no additional proceedings on the part of NXDT, NXDT Intermediary, NXDT OP or NXDT Merger Sub are necessary to authorize the execution, delivery and performance by NXDT of this Agreement or the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved hereby by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote)NXDT. This Agreement has been duly and validly executed and delivered by each of Company Y NXDT and Merger Sub and, (assuming the due authorization, execution and delivery of this Agreement by Company Teach of the Company, NHT Intermediary, NHT Holdings and NHT OP) constitutes a valid, legal the valid and binding agreement obligation of NXDT enforceable against NXDT in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) NXDT Intermediary has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by NXDT Intermediary and the consummation by NXDT Intermediary of the transactions contemplated hereby have been duly authorized and, other than the filing of the Company Merger Certificate, Intermediary Merger Certificate and Holdings Merger Certificate with the DSOS, no additional proceedings on the part of NXDT, NXDT Intermediary, NXDT OP or NXDT Merger Sub are necessary to authorize the execution, delivery and performance by NXDT Intermediary of this Agreement or the consummation of the transactions contemplated hereby by NXDT Intermediary. This Agreement has been duly executed and delivered by NXDT Intermediary and (assuming the due authorization, execution and delivery of this Agreement by each of Company Y Old NHT, NHT Intermediary, NHT Holdings and Merger Sub, NHT OP) constitutes the valid and binding obligation of NXDT Intermediary enforceable against NXDT Intermediary in accordance with its terms, subject to the Bankruptcy and Equity Exception. (c) NXDT OP has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by ▇▇▇▇ OP and the consummation by ▇▇▇▇ OP of the transactions contemplated hereby have been duly authorized by all necessary action on the part of NXDT OP and the sole general partner of NXDT OP and no additional proceedings on the part of NXDT OP are necessary to authorize the execution, delivery and performance by NXDT OP of this Agreement or the consummation of the transactions contemplated hereby by ▇▇▇▇ OP. This Agreement has been duly executed and delivered by ▇▇▇▇ OP and (assuming the due authorization, execution and delivery of this Agreement by each of Company Y Old NHT, NHT Intermediary, NHT Holdings and NHT OP) constitutes the valid and binding obligation of NXDT OP enforceable against NXDT OP in accordance with its terms, subject to the Bankruptcy and Equity Exception. (d) NXDT Merger Sub has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by NXDT Merger Sub and the consummation by NXDT Merger Sub of the transactions contemplated hereby have been duly authorized and, other than the filing of the Operating Partnership Merger Certificate with the DSOS, no additional proceedings on the part of NXDT, NXDT Intermediary, NXDT OP or NXDT Merger Sub are necessary to authorize the execution, delivery and performance by NXDT Merger Sub of this Agreement or the consummation of the transactions contemplated hereby by ▇▇▇▇ ▇▇▇▇▇▇ Sub. This Agreement has been duly executed and delivered by ▇▇▇▇ ▇▇▇▇▇▇ Sub and (assuming the due authorization, execution and delivery of this Agreement by each of Old NHT, NHT Intermediary, NHT Holdings and NHT OP) constitutes the valid and binding obligation of NXDT Merger Sub enforceable against NXDT Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (be) The NXDT Board has (i) approved and declared advisable the Mergers and the other transactions contemplated by this Agreement, and (ii) approved the execution, delivery and performance of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders consummation by NXDT of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by including the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A SharesMergers, in each casecase by resolutions duly adopted, at which resolutions have not been subsequently rescinded, withdrawn or modified in a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y manner adverse to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyNXDT.

Authority. (a) Each of Company Y and Merger Sub It has all necessary the corporate power and authority necessary to execute execute, deliver and deliver perform its obligations under this Agreement and, subject to, and the Voting Agreements (in the case of the Company Y, obtaining the Required Company Y Vote, and Parent) and to consummate the transactions contemplated hereby, including the Merger. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement and approved the Voting Agreements (in the case of the Company and Parent), and the consummation of the transactions contemplated hereby, including the Merger, by it, have been duly and has at a meeting validly authorized by all necessary corporate action (including valid authorization and approval of this Agreement by its duly called and held constituted board of directors), subject only to the receipt of (i) approvedin the case of the Company, the adoption of the agreement of merger (as such term is defined in Section 251 of the DGCL) contained in this Agreement and the approval of the Merger by the holders of at least a majority of all of the outstanding shares of Company Common Stock in accordance with the Company’s Governing Documents (collectively, the “Company Stockholder Approval”), and declared advisable (ii) in the case of Parent, the approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Stockholder Approval”), (x) the approval of the Parent A&R Charter by the holders of at least a majority of all of the outstanding shares of Parent Common Stock in accordance with Parent’s Governing Documents (the “Parent Charter Amendment Approval”) and (y) the approval of the Delaware Conversion by the holders of at least a majority of all of the outstanding shares of Parent Common Stock in accordance with Parent’s Governing Documents (the “Delaware Conversion Approval”). Assuming due authorization, execution and delivery of this Agreement and the Voting Agreements (in the case of the Company and Parent) by the other Parties, this Agreement and each Voting Agreement (in the case of the Company and Parent) represents a legal, valid and binding obligation of it, enforceable against it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any Action may be brought). (b) On or prior to the date of this Agreement, the Merger Company Board of Directors has, upon the terms and subject to the Plan of Merger and the other transactions contemplated hereby; conditions set forth herein, unanimously (iii) determined that such transactions are advisable and it is fair to, and in the best interests of, the Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”)stockholders, and Company Y as the sole shareholder of Merger Subdeclared it advisable, have at meetings duly called and heldto enter into this Agreement, duly and validly authorized and (ii) approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, delivery and performance and delivery by the Company of this Agreement, the Merger and the Plan of Merger Agreement and the consummation of the transactions contemplated hereby, including the Merger, and taken all corporate actions required (iii) resolved to be taken recommend the adoption of this Agreement by the Merger Sub stockholders of the Company and to submit this Agreement to the stockholders of the Company for adoption (the “Company Recommendation”). (c) On or prior to the date of this Agreement, the Parent Board of Directors has, upon the terms and subject to the conditions set forth herein, unanimously (i) determined that it is fair to, and in the best interests of, Parent and its stockholders, and declared it advisable, to enter into this Agreement, (ii) adopted and approved the execution, delivery and performance by Company Y as Parent of this Agreement and, for purposes of Sections 78.438-439 of the sole shareholder of Merger Sub for NRS, the Parent Stockholder Voting Agreement and the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby and thereby, including the Merger and the Share Issuance, and (other than, with respect iii) resolved to recommend the approval by its stockholders of the Share Issuance, the Required Company Y Vote). This Agreement has been duly Delaware Conversion and validly executed the Parent A&R Charter and delivered by each of Company Y to submit the Share Issuance, the Delaware Conversion and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y and Merger Sub, enforceable against each of Company Y and Merger Sub in accordance with its terms, subject Parent A&R Charter to the Bankruptcy and Equity Exceptionstockholders of Parent for approval (the “Parent Recommendation”). (bd) The On or prior to the date of this Agreement, the Board of Directors of Company Y Merger Sub has, upon the terms and subject to the conditions set forth herein, unanimously (i) determined that it is fair to, and in the “Company Y Board”best interests of, Merger Sub and its sole stockholder, and declared it advisable, to enter into this Agreement, (ii) has directed that approved the execution, delivery and performance by Merger Sub of this Agreement and the Share Issuance be submitted to the shareholders consummation of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by including the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class)Merger, and (iiiii) an affirmative vote resolved to recommend the adoption of this Agreement by the holders sole stockholder of a majority Merger Sub and to submit this Agreement to such stockholder for adoption, and Parent, as the sole stockholder of Merger Sub, has approved the total outstanding Company Y Class A Sharesexecution, in each case, at a meeting delivery and performance by Merger Sub of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance Agreement and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote consummation of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated hereby, including the Merger, and has adopted this Agreement.

Authority. (a) Each of The Company Y and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver this Agreement Agreement, and, subject toto the adoption of this Agreement by the requisite vote of the Company’s stockholders, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement to be consummated by the Company. The execution and delivery of this Agreement by the Company Y Board has and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board requisite corporate action and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of the Company Y or Merger Sub and no stockholder votes are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger Agreement or to consummate the transactions contemplated hereby (or thereby other than, with respect to the Share IssuanceMerger, as provided in Section 4.20. The Board has (i) approved this Agreement, (ii) declared advisable the Required Company Y Votetransactions contemplated hereby, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders and (iv) resolved to recommend that the Company’s common and preferred stockholders approve the adoption of this Agreement (the “Board Recommendation”). This Agreement has been duly authorized and validly executed and delivered by each of the Company Y and Merger Sub andconstitute legal, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal valid and binding agreement obligations of each of Company Y and Merger Subthe Company, enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of Directors of Company Y (the “Company Y Board”) has directed that DGCL will not apply with respect to, or as a result of, this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by including the holders Merger, without any further action on the part of the Company Y Shares representing a majority stockholders or the Board. True, correct and complete copies of all resolutions of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”)Board reflecting such actions have been previously provided to Parent. No other vote of state takeover statute or similar statute or regulation is applicable to or purports to be applicable to the shareholders of Company Y is required Merger or any other transaction contemplated by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated hereby.

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger, subject, in the case of the Merger, to obtaining the Company Shareholder Approval. The Company Y Board has duly execution and validly authorized the execution, delivery and performance of this Agreement by the Company and approved the consummation by the Company of the transactions contemplated hereby, and has at a meeting including the Merger, have been duly called and held (i) approvedauthorized by all necessary corporate action, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of the Company Y and no shareholder votes or Merger Sub written consents are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger Agreement or to consummate the transactions contemplated hereby (other than, with respect to in the Share Issuancecase of the Merger, the Required Company Y Vote)Shareholder Approval. This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company TParent and the Purchaser, constitutes a valid, legal the valid and binding agreement obligation of each of Company Y and Merger Subthe Company, enforceable against each of the Company Y and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the Bankruptcy remedy of specific performance and Equity Exceptioninjunctive 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 At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board (i) determined that the Merger and the other transactions contemplated by this Agreement are fair to and in the best interests of Directors the Company and its shareholders, (ii) approved and declared advisable this Agreement, the Merger, the Voting Agreements and the other transactions contemplated hereby and thereby, in accordance with the requirements of Company Y the Companies Act, (the “Company Y Board”iii) has directed that the approval and adoption of this Agreement and the Share Issuance Merger Agreement be submitted to a vote of the shareholders of the Company Y for their authorization and approval at a meeting (iv) subject to be held for that purpose. The only vote the right of the holders Company Board to make a Change of any class or series Board Recommendation pursuant to Section 5.3(f), recommended that the Company’s shareholders vote their Shares in favor of share capital of Company Y necessary to authorize approving and approve adopting this Agreement and the Merger Agreement, and, subject to the right of the Company Board to make a Change of Board Recommendation pursuant to Section 5.3(f), none of the aforesaid actions by the Company Board has been amended, rescinded, withdrawn or modified. (c) The Company Rights Agreement has been amended so that: (i) Parent and the Purchaser are exempt from the definition of “Acquiring Person” contained in the Company Rights Agreement, and no “Share Issuance and Acquisition Date” or “Distribution Date” or “Trigger Event” (as such terms are defined in the Company Rights Agreement) will occur as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby, is (i) an affirmative vote by including the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class)Merger, and (ii) an affirmative vote by the holders of Company Rights Agreement will terminate and the Company Rights will expire immediately prior to the Effective Time. The Company Rights Agreement, as so amended, has not been further amended or modified. The Company has previously made available a majority true and complete copy of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing Rights Agreement and approving this Agreement, the Share Issuance all amendments thereto to Parent and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyPurchaser.

Authority. The Servicesoft Stockholders, by their approval of the Merger and/or their tender pursuant to Section 8.2 of Servicesoft Certificates, will be conclusively deemed to have consented to, approved and agreed to be personally bound by: (a) Each the indemnification provisions of Company Y Article 12, (b) the Escrow Agreement, (c) the appointment of Mark ▇▇▇▇▇▇▇▇▇ ▇▇ the Representative of the Servicesoft Stockholders under the Escrow Agreement and Merger Sub has all necessary corporate power as the attorney-in-fact and authority to execute agent for and deliver this Agreement and, subject to, on behalf of the Servicesoft Stockholders (including their successors and assigns) as provided in the case of Company Y, obtaining the Required Company Y Vote, to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Escrow Agreement and approved (d) the consummation taking by the Representative of the transactions contemplated hereby, any and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger all actions and the Plan making of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions any decisions required or permitted to be taken by the Merger Sub Board and by Company Y as Representative under the sole shareholder of Merger Sub for Escrow Agreement, including, without limitation, the consummation exercise of the transactions. No power to: (i) authorize delivery to Broadbase of Escrow Shares in satisfaction of indemnity claims by Broadbase or any other corporate proceedings on Indemnified Person (as defined herein) pursuant to Article 12 and/or the part Escrow Agreement; (ii) agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of Company Y courts and awards of arbitrators with respect to, such claims; (iii) arbitrate, resolve, settle or compromise any claim for indemnity made pursuant to Article 12; (iv) waive any right of any or all of the Servicesoft Stockholders following the Merger Sub are necessary with respect to authorize and approve matters set forth in this Agreement, the Merger Escrow Agreement or any other agreement contemplated by this Agreement; (v) give and receive all notices required to be given under this Agreement and the Plan Escrow Agreement; and (vi) take all actions necessary in the sole judgment of Merger or the Representative for the accomplishment of the foregoing. The Representative will have unlimited authority and power to consummate act on behalf of the transactions contemplated hereby (other than, Servicesoft Stockholders with respect to the Share IssuanceEscrow Agreement and the disposition, settlement or other handling of all claims governed by the Escrow Agreement, and all rights or obligations arising under the Escrow Agreement so long as all Servicesoft Stockholders are treated in the same manner. The Representative is authorized to take any actions deemed by him to be appropriate or reasonably necessary to carry out the provisions of Article 12 hereof. In addition, the Required Company Y Vote)Representative is authorized to accept service of process upon the Servicesoft Stockholders. This Agreement has been duly All decisions and validly executed and delivered by each actions of Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y and Merger Sub, enforceable against each of Company Y and Merger Sub Representative in accordance connection with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance Escrow Agreement shall be submitted binding and conclusive upon the Servicesoft Stockholders, and Broadbase, the Surviving Corporation and the Escrow Agent will be entitled to rely on any action or decision of the shareholders of Company Y for their authorization and approval at a meeting to be held for that purposeRepresentative. The only vote of Representative will not be a trustee for any Servicesoft Stockholder or have any fiduciary duty to any Servicesoft Stockholder, and in performing the holders of any class or series of share capital of Company Y necessary to authorize and approve functions specified in this Agreement and the Share Issuance Escrow Agreement, the Representative will not be liable to any Servicesoft Stockholders for any act or omission the Representative made in good faith and in the transactions contemplated herebyexercise of reasonable judgment. As provided in the Escrow Agreement, is any out-of-pocket costs and expenses reasonably incurred by the Representative in connection with actions taken pursuant to the terms of the Escrow Agreement, at the Representative's option, either (i) an affirmative vote will be paid by the holders of Servicesoft Stockholders to the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and Representative or (ii) an affirmative vote if shares are available for distribution to the Servicesoft Stockholders pursuant to the Escrow Agreement, at the request of the Representative, a portion of those shares will be sold by the holders of a majority Escrow Agent and the proceeds paid to or at the direction of the total outstanding Company Y Class A SharesRepresentative, in each either case, at a meeting of pro rata in proportion to the shareholders of Company Y Servicesoft Stockholders' respective percentage interests in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyEscrow Shares.

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate power and corporate authority to execute and deliver this Agreement andAgreement, subject toand assuming the accuracy of the representations and warranties contained in Section 4.10 hereof, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The Company Y Board has duly execution and validly authorized the execution, delivery and performance of this Agreement by the Company, and approved assuming the accuracy of the representations and warranties contained in Section 4.10 hereof, the consummation by the Company of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, including the Merger Offer and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger SubMerger, have at meetings duly called and held, been duly and validly authorized by all necessary corporate action, and approved by board resolution (in assuming the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation accuracy of the transactions contemplated herebyrepresentations and warranties contained in Section 4.10 hereof, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of the Company Y and no stockholder votes or Merger Sub consents are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Share IssuanceMerger, the Required filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL). The Company Y Vote)Board, by resolutions duly adopted by unanimous vote of those voting on such matters at a meeting duly called and held, and as of the date of this Agreement not subsequently rescinded or modified in any way, has (x) determined that the transactions contemplated by this Agreement, including the Offer and 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 transactions contemplated hereby, including the Offer and the Merger and (z) resolved to recommend that the Company’s stockholders accept the Offer and tender their Shares to the Purchaser in the Offer. This Agreement has been duly authorized and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the accuracy of the representations and warranties contained in Section 4.10 hereof and assuming due authorization, execution and delivery by Company TParent and the Purchaser, constitutes a valid, legal legally valid and binding agreement obligation of each of Company Y and Merger Subthe Company, enforceable against each of the Company Y and Merger Sub in accordance with its termsterms (except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws affecting creditors’ rights generally, and subject to the Bankruptcy and Equity Exceptioneffect of general principles of equity, whether considered in a proceeding in equity or at law). (b) The Assuming the accuracy of the representations and warranties contained in Section 4.10 hereof, the Company Board has taken prior to the date hereof all action necessary on its part to render the restriction on business combinations in Section 203 of Directors the DGCL inapplicable to the execution, delivery or performance of Company Y this Agreement, the Offer or the Merger, including the acquisition of Shares pursuant thereto, or any other transaction contemplated by this Agreement. Assuming the accuracy of the representations and warranties set forth in Section 4.10, 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 (the collectively, “Company Y BoardTakeover Statutes”) has directed that this Agreement and is, or at the Share Issuance be submitted Effective Time will be, applicable to the shareholders execution, delivery or performance of this Agreement, the Offer or the Merger, including the acquisition of Shares pursuant thereto, or any other transaction contemplated by this Agreement. (c) Assuming the accuracy of the representations and warranties contained in Section 4.10 hereof, the affirmative vote of the holders of a majority of the outstanding shares of the Company Y for their authorization and approval at a meeting to be held for that purpose. The Common Stock would be, absent Section 251(h) of the DGCL, the only vote required of the holders of any class or series of share capital stock or other Equity Interests of Company Y necessary the Company, to authorize approve and approve adopt this Agreement and the Share Issuance and the transactions contemplated hereby, including the Merger, and to consummate the Merger and the other transactions contemplated hereby. (d) The Company Board has determined that the Offer and the Merger is (i) an affirmative vote by a “Permitted Offer,” as such term is defined under the holders Rights Agreement, and none of the Company Y Shares representing a majority approval, execution or delivery of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and consummation of the Offer or the Merger or any of the transactions contemplated hereby (will cause the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y Rights to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebybecome exercisable.

Authority. (a) Each of the Company Y and Merger Sub Company LP has all necessary corporate the requisite organizational power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to, in to receipt of the case of Company Y, obtaining the Required Company Y VoteStockholder Approval, to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement by the Company Y Board has and Company LP and the consummation by the Company and Company LP of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or partnership action, and no other corporate or partnership proceedings on the part of the Company or Company LP are necessary to authorize this Agreement or the Mergers or to consummate the transactions contemplated hereby, subject, (x) with respect to the Parent Merger, to receipt of the Company Stockholder Approval and the filing and acceptance for record of the Parent Merger Articles of Merger with the Maryland SDAT and the Parent Merger Certificate of Merger with the Delaware Secretary and (y) with respect to the Partnership Merger, to the filing and acceptance for record of the Partnership Merger Articles of Merger with the Maryland SDAT and the Partnership Merger Certificate of Merger with the Delaware Secretary. The Company’s board of directors (the “Company Board”) at a duly held meeting has, by unanimous vote, (i) duly and validly authorized the execution, execution and delivery and performance of this Agreement and approved declared advisable the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Parent Merger and the other transactions contemplated hereby; , (ii) determined that such the Mergers and the transactions contemplated by this Agreement are advisable and fair to, to and in the best interests of, interest of the Company Y and its shareholders; stockholders and to Company LP and its limited partners, (iii) recommended directed that the shareholders of Mergers be submitted for consideration at the Company Y approve Stockholder Meeting, and (iv) resolved to recommend that the stockholders of the issuance Company vote in favor of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery adoption of this Agreement, Agreement and the approval of the Parent Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other thanthe “Company Recommendation”) and to include such recommendation in the Joint Proxy Statement, with respect subject to the Share Issuance, the Required Company Y Vote). Section 6.5. (b) This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub Company LP and, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y Parent, Parent LP and Merger Sub, constitutes a legally valid and binding obligation of the Company and Company LP, enforceable against each of the Company Y and Merger Sub Company LP in accordance with its terms, subject to the Bankruptcy except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated hereby.

Authority. (a) Each of Company Y ▇▇▇▇▇▇ and Merger Sub has all necessary corporate power and authority to execute execute, deliver and deliver perform its obligations under, as applicable, this Agreement, the Saturn Support Agreement, the ▇▇▇▇▇▇ Support Agreements and the Post-Closing Stockholders Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y Vote, and to consummate the transactions contemplated herebyhereby and thereby, including the Merger, the Share Issuance and the Charter Amendment. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement, the Saturn Support Agreement, the ▇▇▇▇▇▇ Support Agreements and the Post-Closing Stockholders Agreement by ▇▇▇▇▇▇ and/or Merger Sub, as applicable, and approved the consummation by ▇▇▇▇▇▇ and/or Merger Sub, as applicable, of the transactions contemplated herebyhereby and thereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreementincluding the Merger, the Merger Share Issuance and the Plan Charter Amendment, as applicable, have been duly authorized by all necessary corporate action on the part of Merger ▇▇▇▇▇▇ and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of Company Y ▇▇▇▇▇▇ or Merger Sub are necessary to authorize and approve this Agreement, the Merger Saturn Support Agreement, the ▇▇▇▇▇▇ Support Agreements or the Plan of Merger Post-Closing Stockholders Agreement or to consummate the transactions contemplated hereby (other thanMerger, with respect to the Share Issuance, the Required Company Y Vote)Charter Amendment and the other transactions contemplated hereby and thereby, other than, in the case of the consummation by ▇▇▇▇▇▇ of the Share Issuance and the Charter Amendment, the ▇▇▇▇▇▇ Stockholder Approval and in the case of the consummation by Merger Sub of the Merger, the Merger Sub Stockholder Approval. This Each of this Agreement, the Saturn Support Agreement, the ▇▇▇▇▇▇ Support Agreements and the Post-Closing Stockholders Agreement has been duly and validly executed and delivered by each of Company Y and ▇▇▇▇▇▇ and/or Merger Sub Sub, as applicable, and, assuming the due authorization, execution and delivery by Company Tthe other parties thereto, constitutes a valid, legal valid and binding agreement obligation of each of Company Y and ▇▇▇▇▇▇ and/or Merger Sub, as applicable, enforceable against each of Company Y and ▇▇▇▇▇▇ and/or Merger Sub Sub, as applicable, in accordance with its terms, subject terms (except to the Bankruptcy and Equity Exceptionextent 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 Board board of Directors directors of Company Y ▇▇▇▇▇▇, at a meeting duly called and held, has adopted resolutions, which have not been amended or withdrawn as of the date of this Agreement, (i) determining that the “Company Y Board”terms of this Agreement, the Saturn Support Agreement, the ▇▇▇▇▇▇ Support Agreements, the Registration Rights Agreement, the Post-Closing Stockholders Agreement, the Amended and Restated ▇▇▇▇▇▇ Charter, the Amended and Restated ▇▇▇▇▇▇ Bylaws, the Merger, the Share Issuance, and the Charter Amendment, and the other transactions contemplated hereby or thereby are fair to and in the best interests of ▇▇▇▇▇▇’▇ stockholders, (ii) has directed approving and declaring advisable this Agreement, the Saturn Support Agreement, the ▇▇▇▇▇▇ Support Agreements, the Registration Rights Agreement, the Post-Closing Stockholders Agreement, the Amended and Restated ▇▇▇▇▇▇ Charter, the Amended and Restated ▇▇▇▇▇▇ Bylaws, and the transactions contemplated hereby and thereby, including the Merger, the Share Issuance and the Charter Amendment, (iii) directing that this Agreement the Charter Amendment and the Share Issuance be submitted to the shareholders stockholders of Company Y ▇▇▇▇▇▇ for their authorization consideration and (iv) resolving to recommend that stockholders of ▇▇▇▇▇▇ vote in favor of the approval at of the Charter Amendment and the Share Issuance. For the avoidance of doubt, any change in or modification or rescission of the board of directors of ▇▇▇▇▇▇’▇ recommendation in accordance with Section 5.3 shall not be a meeting breach of the immediately preceding sentence. (c) The ▇▇▇▇▇▇ Stockholder Approval and the consent provisions of the ▇▇▇▇▇▇ Support Agreement entered into between ▇▇▇▇▇▇ and F are the only approvals of the holders of any class or series of ▇▇▇▇▇▇’▇ capital stock or other securities required in connection with the consummation of any of the transactions contemplated hereby or by the Saturn Support Agreement, the ▇▇▇▇▇▇ Support Agreements, the Post-Closing Stockholders Agreement or the Amended and Restated ▇▇▇▇▇▇ Charter, including the Merger, the Share Issuance and the Charter Amendment, under applicable Law, the ▇▇▇▇▇▇ Charter or the ▇▇▇▇▇▇ Bylaws. (d) The board of directors of Merger Sub 1 has adopted resolutions (i) determining that the terms of this Agreement, the First Merger and the other transactions contemplated hereby are fair to and in the best interests of Merger Sub 1 and Merger Sub 1’s sole stockholder, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the First Merger, (iii) directing that this Agreement be held submitted to ▇▇▇▇▇▇, as Merger Sub 1’s sole stockholder, for its consideration and (iv) recommending that purpose. ▇▇▇▇▇▇, as Merger Sub 1’s sole stockholder, vote or act by written consent to approve or adopt this Agreement, and the transactions contemplated hereby, including the First Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (e) The Merger Sub Stockholder Approval is the only vote of the holders of any class or series of share capital stock or other securities of Company Y necessary to authorize and approve this Agreement and Merger Sub required in connection with the Share Issuance and consummation of any of the transactions contemplated hereby, is (i) an affirmative vote by including the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyMerger.

Authority. (a) Each of The Company Y and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement and, subject to, in and the case of Company Y, obtaining the Required Company Y Vote, Registration Rights Agreement and to consummate the transactions contemplated herebyTransactions to be performed by the Company. The Company Y Board has duly execution and validly authorized the execution, delivery and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger Registration Rights Agreement and the consummation of the transactions contemplated hereby, and taken all corporate actions required Transactions to be taken performed by the Merger Sub Board Company have been duly and validly authorized by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings all necessary action on the part of Company Y or Merger Sub the Board of Directors of the Company, and no other corporate proceedings are necessary to authorize the execution and approve delivery of this Agreement, Agreement and the Merger or Registration Rights Agreement by the Plan of Merger Company or to consummate the transactions contemplated hereby (Transactions to be performed by the Company, other thanthan filing the Certificate of Designation with the Secretary of State of Washington on the Closing Date, with respect and as a result of the prior approval by at least a majority of the Company's Board of Directors of the Purchaser's purchase of Shares the provisions of RCW23B.19.040 of the Washington Business Corporation Act are inapplicable to the Share Issuance, the Required Company Y Vote)Purchaser. This Agreement has and the Registration Rights Agreement have been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming each of this Agreement and the due authorization, execution and delivery by Company T, Registration Rights Agreement constitutes a validvalid and binding obligation of the Purchaser, legal each of this Agreement and the Registration Rights Agreement constitutes, a valid and binding agreement of each of Company Y and Merger Subthe Company, enforceable against each of the Company Y and Merger Sub in accordance with its terms. Upon receipt by the Company of the Purchase Price, subject to the Bankruptcy Shares shall be duly authorized, validly issued, fully paid and Equity Exception. (b) The Board non-assessable and free of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purposeany preemptive rights. The only vote shares of Common Stock underlying the Shares have been reserved for issuance, and such shares of Common Stock upon conversion of the holders Shares will be validly issued, fully paid and non-assessable and free of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebypreemptive rights.

Authority. (a) Each of Company Y The execution and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation Ancillary Documents executed as of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger date hereof and the consummation of the transactions contemplated herebyhereby and thereby by Purchaser have been duly and validly authorized by all necessary corporate action on the part of Purchaser, and taken all corporate actions required the execution and delivery of the Ancillary Documents to be taken executed by Purchaser or its affiliates at the Merger Sub Board Closing and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings transactions contemplated thereby will be duly and validly authorized by all necessary action on the part of Company Y Purchaser or Merger Sub are its affiliates prior to the Closing and no other proceedings in the part of Purchaser or its affiliates is necessary to authorize such execution, delivery and approve performance. Each of this Agreement, Agreement and the Merger or Ancillary Documents executed as of the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote). This Agreement date hereof has been duly and validly executed and delivered by Purchaser and constitutes, and each of Company Y Ancillary Document to be entered into by Purchaser or its affiliates will be duly and Merger Sub andvalidly executed and delivered at or prior to the Closing and when so executed and delivered will constitute, assuming the due authorizationits legal, execution and delivery by Company T, constitutes a valid, legal valid and binding agreement of each of Company Y and Merger Sub, obligation enforceable against each of Company Y and Merger Sub it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, and except that the availability of the remedy of specific performance or other equitable relief is subject to the Bankruptcy and Equity Exceptiondiscretion of the court before which any proceeding therefor may be brought. (b) The Board execution and delivery of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to Ancillary Documents executed as of the shareholders date hereof by Purchaser or its affiliates does not, and the execution and delivery by Purchaser or its affiliates of Company Y for their authorization and approval at a meeting the Ancillary Documents to be held for that purpose. The only vote executed by Purchaser or its affiliates at the Closing, the consummation by Purchaser or its affiliates of the holders transactions contemplated hereby and thereby and the compliance by Purchaser or its affiliates with the terms of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance Ancillary Documents to which Purchaser or its affiliates is or will be a party will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the assets of Purchaser or its affiliates under any provision of (i) the articles of incorporation or bylaws (or comparable organizational documents) of Purchaser or such affiliates; (ii) subject to the filings and other matters referred to in the following paragraph (c), any law, judgment, order, decree, statute, ordinance, rule or regulation applicable to Purchaser or such affiliates; or (iii) any of the terms, conditions, or provisions of any note, lien, bond, mortgage, indenture, license, lease, contract, commitment, agreement, understanding, restriction or other instrument or obligation, except in the case of clause (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not materially impair the ability of Purchaser or such affiliates to perform its obligations under this Agreement. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by Purchaser or its affiliates in connection with the execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated herebyhereby and thereby, is except for (i) an affirmative vote by compliance with and filings under the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), HSR Act and (ii) an affirmative vote by those the holders failure of a majority which to obtain or make, individually or in the aggregate, would not materially impair the ability of Purchaser or its affiliates to perform their respective obligations under this Agreement or the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyAncillary Documents.

Authority. (a) Each On or prior to the date of this Agreement, the Board of Directors of the Company Y has unanimously declared the Merger advisable and Merger Sub fair to and in the best interest of the Company and its shareholders, approved and adopted this Agreement in accordance with the WBCL, resolved to recommend the adoption of this Agreement by the Company's shareholders and directed that this Agreement be submitted to the Company's shareholders for adoption. The Company has all necessary requisite corporate power and authority to execute enter into this Agreement and deliver this the Stock Option Agreement, to consummate the transactions contemplated by the Stock Option Agreement and, subject tosubject, in the case of the consummation of the Merger, to approval and adoption by the shareholders of the Company Y, obtaining the Required Company Y Voteof this Agreement, to consummate the transactions contemplated hereby. The Company Y Board has duly execution and validly authorized the execution, delivery and performance of this Agreement and approved the Stock Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, hereby and has at a meeting thereby have been duly called and held (i) approved, and declared advisable this Agreement, authorized by all necessary corporate action on the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve part of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”)Company, and Company Y as the sole shareholder of Merger Subsubject, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, to (x) approval and adoption of this Agreement by the Merger shareholders of the Company and (y) the Plan filing of the Articles of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions as required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote)WBCL. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by each of the Company Y and Merger Sub and, (assuming the due valid authorization, execution and delivery of this Agreement by Company T, constitutes a valid, legal Parent and Sub and the Stock Option Agreement by Parent and the validity and binding agreement effect of each the Agreement on Parent and Sub and the Stock Option Agreement on Parent) constitute the valid and binding obligation of the Company Y and Merger Sub, enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject . The filing of the Proxy Statement with the SEC and the issuance of up to 2,014,067 shares of Company Common Stock pursuant to the Bankruptcy and Equity Exception. (b) The Stock Option Agreement have been duly authorized by the Company's Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyDirectors.

Authority. (a) Each Assuming the accuracy of the representation in the second sentence of Section 4.27, the Company Y and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Mergers, subject to obtaining the Company Stockholder Approval. The Company Y Board has duly Assuming the accuracy of the representation in the second sentence of Section 4.27, the execution and validly authorized the execution, delivery and performance of this Agreement by the Company and approved the consummation by the Company of the transactions contemplated hereby, and has at a meeting including the Mergers, have been duly called and held (i) approvedauthorized by all necessary corporate action, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of the Company Y and no stockholder votes or Merger Sub written consents in lieu thereof are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger Agreement or to consummate the transactions contemplated hereby (hereby, other than, than the Company Stockholder Approval and the filing of the Certificates of Merger with respect to the Share Issuance, Secretary of the Required Company Y Vote)State of Delaware and the Secretary of the State of Nevada. This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T▇▇▇▇▇▇ and Merger Subs, constitutes a valid, legal the valid and binding agreement obligation of each of Company Y and Merger Subthe Company, enforceable against each of the Company Y and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the Bankruptcy remedy of specific performance and Equity Exceptioninjunctive 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 (together, (i) and (ii), the “Enforceability Exceptions”). (b) The At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) determined that the Mergers and the other transactions contemplated by this Agreement are fair to and in the best interests of Directors of the Company Y and its stockholders, (ii) approved and declared advisable this Agreement, the “Company Y Board”Mergers and the other transactions contemplated hereby, (iii) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), Common Stock for adoption and (iiiii) an affirmative vote by resolved to recommend that the holders of a majority the Company Common Stock vote in favor of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving adopting this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote and, subject to Section 5.4, none of the shareholders of Company Y is required by Lawaforesaid resolutions has been amended, the memorandum and articles of association of Company Y rescinded or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebymodified.

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement by the Company Y Board has and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized the execution, delivery by all necessary corporate action and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of the Company Y or Merger Sub and no stockholder votes are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote)than as provided in Section 3.20. This Agreement has been duly authorized and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a validlegal, legal valid and binding agreement obligation of each of Company Y and Merger Subthe Company, enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionsimilar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The Board Company Board, by resolutions duly adopted by unanimous vote of Directors of Company Y the directors present at a meeting duly called and held and not subsequently rescinded or modified in any way (the “Company Y BoardBoard Approval”), has duly (i) has declared that this Agreement and the transactions contemplated hereby (including the Merger) are advisable and fair to and in the best interests of the Company and its stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby (including the Merger) and (iii) resolved to recommend (subject to Section 5.3(a)) that the stockholders of the Company adopt this Agreement and vote for the approval of the Merger and directed that this Agreement and the Share Issuance transactions contemplated hereby be submitted to for consideration by the shareholders of Company Y for their authorization and approval at a meeting to be held for that purposeCompany’s stockholders in accordance with this Agreement. The only vote Company Board Approval constitutes approval of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance Merger 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, is (i) an affirmative vote by including, without limitation, the holders restrictions on business combinations contained in Section 203 of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyDGCL.

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to, in to perform its obligations hereunder and (assuming the case of Company Y, obtaining the Required Company Y Vote, Requisite Vote is received) to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement by the Company and approved the consummation by the Company of the transactions contemplated herebyhereby have been duly and validly authorized by all necessary corporate action and, assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.3, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the adoption of this Agreement by the holders of at least a majority in voting power of the outstanding Shares (the “Company Requisite 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 executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at a meeting duly called and held law). As of the date of this Agreement, the Board of Directors of the Company has (i) approved, and declared advisable advisable, this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such the terms of this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company Y and its shareholders; stockholders and (iii) recommended that the shareholders of Company Y approve stockholders of the issuance Company adopt this Agreement at the Stockholders Meeting. Assuming the accuracy of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board representations and warranties of Directors of Parent and Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (set forth in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this AgreementSection 4.3, the Merger and the Plan of Merger and the consummation only vote of the transactions contemplated hereby, and taken all corporate actions stockholders of the Company required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize adopt this Agreement and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote). This Agreement has been duly and validly executed and delivered by each of Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y and Merger Sub, enforceable against each of Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Requisite Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated hereby.

Authority. (a) Each of Company Y and Merger Sub The Seller has all necessary the requisite corporate power and authority to execute and deliver this Agreement andAgreement, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations hereunder and to consummate the transactions contemplated herebyhereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the Seller’s stockholders in accordance with the FBCA, the Seller Articles and the Seller By-Laws). The Company Y Board has execution and delivery of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the executionpart of the Seller, delivery including, without limitation, the Seller’s Board of Directors (other than, with respect to the Merger, the approval and performance adoption of this Agreement by the Seller’s stockholders in accordance with the FBCA, the Seller Articles and approved the consummation Seller By-Laws). As of the date of this Agreement, the Seller’s Board of Directors, at a meeting duly called, constituted and held in accordance with the FBCA and the provisions of the Seller Articles and the Seller By-Laws, has by the unanimous vote of all of the members of the Seller’s Board of Directors determined (a) that this Agreement and the transactions contemplated hereby, and has at a meeting duly called and held (i) approvedincluding the Merger, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, fair to and in the best interests of, Company Y of the Seller and its shareholders; stockholders, (b) to submit this Agreement for approval and (iii) recommended that adoption by the shareholders of Company Y approve stockholders of the issuance of Company Y Class A Shares constituting Seller and to declare the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery advisability of this Agreement, and (c) to recommend that the Merger stockholders of the Seller adopt and the Plan of Merger approve this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and taken all corporate actions required to direct that this Agreement and the Merger be taken submitted for consideration by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation stockholders of the transactionsSeller at the Seller Stockholders’ Meeting (collectively, the “Seller’s Board of Directors Recommendation”). No other corporate proceedings on the part of Company Y or Merger Sub the Seller are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Share IssuanceMerger, the Required Company Y Voteapproval and adoption of this Agreement by the Seller’s stockholders in accordance with the FBCA, the Seller Articles and the Seller By-Laws). This Agreement has been duly and validly executed and delivered by each of Company Y by, and Merger Sub constitutes a valid and binding obligation of, the Seller and, assuming the due authorization, execution and delivery by Company Tthe Company, constitutes a valid, legal and binding agreement of each of Company Y and Merger Sub, is enforceable against each of Company Y and Merger Sub the Seller in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board except as enforcement may be limited by Laws affecting insured depository institutions, general principles of Directors equity, whether applied in a court of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders law or a court of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class)equity, and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Sharesbankruptcy, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing insolvency and approving this Agreement, the Share Issuance similar Laws affecting creditors’ rights and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyremedies generally.

Authority. (a) Each of Company Y and Merger Sub The Seller has all necessary the requisite corporate power and authority to execute and deliver this Agreement andAgreement, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations hereunder and to consummate the transactions contemplated herebyhereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the Seller’s stockholders in accordance with the IBCL, the Seller Articles and the Seller By-Laws). The Company Y Board has execution and delivery of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the executionpart of the Seller, delivery including, without limitation, the Seller’s Board of Directors (other than, with respect to the Merger, the approval and performance adoption of this Agreement by the Seller’s stockholders in accordance with the IBCL, the Seller Articles and approved the consummation Seller By-Laws). As of the date of this Agreement, the Seller’s Board of Directors, at a meeting duly called, constituted and held in accordance with the IBCL and the provisions of the Seller Articles and the Seller By-Laws, has by the unanimous vote of all of the members of the Seller’s Board of Directors determined (a) that this Agreement and the transactions contemplated hereby, and has at a meeting duly called and held (i) approvedincluding the Merger, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, fair to and in the best interests of, Company Y of the Seller and its shareholders; stockholders, (b) to submit this Agreement for approval and (iii) recommended that adoption by the shareholders of Company Y approve stockholders of the issuance of Company Y Class A Shares constituting Seller and to declare the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery advisability of this Agreement, and (c) to recommend that the Merger stockholders of the Seller adopt and the Plan of Merger approve this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and taken all corporate actions required to direct that this Agreement and the Merger be taken submitted for consideration by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation stockholders of the transactionsSeller at the Seller Stockholders’ Meeting (collectively, the “Seller’s Board of Directors Recommendation”). No other corporate proceedings on the part of Company Y or Merger Sub the Seller are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Share IssuanceMerger, the Required Company Y Voteapproval and adoption of this Agreement by the Seller’s stockholders in accordance with the IBCL, the Seller Articles and the Seller By-Laws). This Agreement has been duly and validly executed and delivered by each of Company Y by, and Merger Sub constitutes a valid and binding obligation of, the Seller and, assuming the due authorization, execution and delivery by Company Tthe Company, constitutes a valid, legal and binding agreement of each of Company Y and Merger Sub, is enforceable against each of Company Y and Merger Sub the Seller in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board except as enforcement may be limited by Laws affecting insured depository institutions, general principles of Directors equity, whether applied in a court of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders law or a court of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class)equity, and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Sharesbankruptcy, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing insolvency and approving this Agreement, the Share Issuance similar Laws affecting creditors’ rights and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyremedies generally.

Authority. (a) Each of the Company Y and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and, subject to, in by the case Company and Merger Sub and the consummation by the Company and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company Y, obtaining the Required Company Y Vote, or Merger Sub and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote). This Agreement has been duly authorized and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a validlegal, legal valid and binding agreement obligation of each of the Company Y and Merger Sub, enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionsimilar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) The Board of Directors of the Company Y (the “''Company Y Board”''), by resolutions duly adopted by unanimous vote at a meeting duly called and held and not subsequently rescinded or modified in any way (the ''Company Board Approval''), has duly (i) has directed determined that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (including the “Required Company Y Vote”). No other vote Merger) are advisable and fair to and in the best interests of the shareholders of Company Y is required by Lawand its stockholders, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize (ii) approved and approve adopted this Agreement, the Share Issuance or to consummate and the transactions contemplated hereby (including the Merger). The Company Board Approval constitutes approval of this Agreement and the Merger 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, without limitation, the restrictions on business combinations contained in Section 203 of the DGCL. (c) Merger Sub's Board of Directors, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby (including the Merger) are advisable and fair to and in the best interests of the Company, as Merger Sub's sole stockholder, (ii) approved and adopted this Agreement and the transactions contemplated hereby (including the Merger) and (iii) recommended that the Company approve and adopt this Agreement and the transactions contemplated hereby (including the Merger).

Authority. (a) Each of Company Y and Merger Sub IMS Health has all necessary corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y Vote, and to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement by IMS Health and approved the consummation by IMS Health of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of IMS Health and has at a meeting duly called and held (i) approved, and declared advisable no other corporate proceedings on the part of IMS Health are necessary to approve this Agreement, Agreement or to consummate the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests ofsubject, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case consummation of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the other transactions contemplated hereby, and taken all corporate actions required to be taken (i) the adoption of this Agreement by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation affirmative vote of the transactions. No other corporate proceedings on holders of a majority of the part outstanding IMS Health Common Stock entitled to vote upon the adoption of Company Y or Merger Sub are necessary this Agreement and (ii) to authorize and approve this Agreementthe extent required by applicable Law, the Merger approval of the certificate of incorporation of the Converted Entity (the “Converted Entity Charter”), in connection with the Conversion, or one or more of the Plan provisions thereof, by the affirmative vote of Merger or to consummate the transactions contemplated hereby (other than, holders of outstanding IMS Health Common Stock representing a majority of the votes cast with respect to such approval; provided, however, that any such approvals referred to in the Share Issuance, foregoing clauses (i) and (ii) shall be unbundled into separate proposals to the Required Company Y Voteextent required by applicable Law (the “IMS Health Stockholder Approval”). This Agreement has been duly and validly executed and delivered by each of Company Y and Merger Sub IMS Health and, assuming the due authorization, execution and delivery by Company TQuintiles, constitutes a valid, legal valid and binding agreement obligation of each of Company Y and Merger SubIMS Health, enforceable against each of Company Y and Merger Sub IMS Health in accordance with its terms, subject terms (except to the Bankruptcy and Equity Exceptionextent 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 Board of Directors of Company Y IMS Health (the “Company Y IMS Health Board”), at a meeting duly called and held at which all directors of IMS Health were present, duly and unanimously adopted resolutions (i) has directed determining that the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of IMS Health’s stockholders, (ii) approving and declaring advisable this Agreement and the Share Issuance transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to the shareholders stockholders of Company Y IMS Health for their authorization adoption and approval at a meeting (iv) resolving to recommend that IMS Health’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be held for that purposepermitted by Section 5.3. (c) The votes comprising the IMS Health Stockholder Approval are the only votes of the holders of any class or series of IMS Health’s capital stock or other securities required in connection with the consummation of the Merger. The only No vote of the holders of any class or series of share IMS Health’s capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, stock or other securities is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, required in each case, at a meeting of the shareholders of Company Y in accordance connection with the articles consummation of association any of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (to be consummated by IMS Health other than the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyMerger.

Authority. (a) Each of Company Y Parent and Merger ▇▇▇▇▇▇ Sub has all necessary the requisite corporate power and authority to execute and deliver this Agreement andAgreement, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby. The Company Y Board has duly execution and validly authorized the execution, delivery and performance of this Agreement by ▇▇▇▇▇▇ and approved Merger Sub and, subject to the consummation adoption of this Agreement by the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors sole stockholder of Merger Sub (which adoption shall occur immediately after the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance execution and delivery of this Agreement), the Merger performance by ▇▇▇▇▇▇ and the Plan ▇▇▇▇▇▇ Sub of Merger their respective covenants and obligations hereunder and the consummation of the transactions contemplated hereby, hereby have been duly and taken validly authorized by all necessary corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Parent and Merger Sub and no additional corporate proceedings or action on the part of Merger Sub, Parent or any of its Subsidiaries are necessary to authorize the execution and approve delivery by ▇▇▇▇▇▇ and Merger Sub of this Agreement, the Merger performance by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of their respective covenants and obligations hereunder or the Plan consummation by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote)hereby. This Agreement has been duly and validly executed and delivered by each of Company Y ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery by Company Tthe Company, constitutes a validlegal, legal valid and binding agreement of each of Company Y Parent and Merger Sub, enforceable against each of Company Y Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. Enforceability Exceptions. As of the date of this Agreement, (ba) The the Board of Directors of Company Y (the “Company Y Board”) Parent has directed that approved this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is including the Merger, and (b) the Board of Directors of Merger Sub has (i) an affirmative vote by determined that it is in the holders best interests of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class)Merger Sub and its sole stockholder, and declared it advisable, to enter into this Agreement and consummate the transactions contemplated hereby, (ii) an affirmative vote approved the execution and delivery by the holders ▇▇▇▇▇▇ Sub of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance performance by Merger Sub of its covenants and agreements contained herein and the consummation of the Merger upon the terms and subject to the conditions contained herein and (iii) recommended that the sole stockholder of Merger Sub adopt this Agreement and approve the transactions contemplated hereby (including the “Required Company Y Vote”Merger), in each case of clauses (a) and (b) above, at meetings duly called and held (or by unanimous written consent). No other vote of the shareholders of Company Y Parent’s stockholders is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y necessary to authorize and approve this Agreement, the Share Issuance Agreement or to consummate any of the transactions contemplated hereby.

Authority. (a) Each of The Company Y and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement andAgreement, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in subject only to the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve approval of the issuance Company’s shareholders by the affirmative vote of Company Y Class A holders of Ordinary Shares constituting representing at least two-thirds of the Merger Consideration Ordinary Shares present and voting in person or by proxy as a single class at the Shareholders Meeting (the “Share IssuanceCompany Requisite Vote”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case filing of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and with the consummation Registrar of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect Companies pursuant to the Share Issuance, the Required Company Y Vote)Cayman Companies Law. This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery hereof by Company T, constitutes a valid, legal and binding agreement of each of Company Y Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing (the “Bankruptcy and Equity Exception. (b) ”). The Board of Directors Directors, at a duly called and held meeting, upon the recommendation of the Special Committee, has (i) determined that it is in the best interests of the Company Y and its shareholders (other than the “holders of the Excluded Shares) and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance by the Company Y Board”) has directed that of this Agreement and the Share Issuance consummation of the Merger and the other transactions contemplated hereby, (iii) resolved to recommend the approval of this Agreement, the Merger and the other transactions contemplated hereby by the shareholders of the Company at the Shareholders Meeting (the “Recommendation”) and (iv) directed that this Agreement, the Merger and the other transactions contemplated hereby be submitted to the shareholders of the Company Y at the Shareholders Meeting for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyapproval.

Authority. (a) Each of Company Y ILOG and Merger Sub ILOG, U.S. has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to, in and the case of Company Y, obtaining the Required Company Y Vote, Ancillary Agreements and to consummate the transactions contemplated herebyhereby and thereby. The Company Y Board has duly execution and validly authorized the execution, delivery and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger Ancillary Agreements and the consummation of the transactions contemplated hereby, hereby and taken all corporate actions required to be taken thereby has been duly authorized by the Merger Sub Board respective Boards of Directors of ILOG and by Company Y as the sole shareholder of Merger Sub for the consummation ILOG, U.S. A vote of the transactions. No other corporate proceedings on holders of at least a two-thirds majority of the part outstanding shares of Company Y or Merger Sub are necessary ILOG is required for ILOG's stockholders to authorize and approve this Agreement, the Merger or the Plan certain of Merger or to consummate the transactions contemplated hereby (other than, with respect to by this Agreement and the Share Issuance, the Required Company Y Vote)Ancillary Agreements. This Agreement has been duly and validly executed and delivered by each of Company Y ILOG and Merger Sub andILOG, U.S., and assuming the due authorization, execution and delivery by Company TSeller and Shareholders, constitutes a valid, legal the valid and binding agreement obligation of each of Company Y ILOG and Merger SubILOG, U.S., enforceable against each of Company Y and Merger Sub in accordance with its terms, subject except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. The execution and delivery of this Agreement and the Ancillary Agreements by ILOG and ILOG, U.S. does not, and upon approval by the stockholders of ILOG as set forth above, the performance of this Agreement and the Ancillary Agreements by ILOG and ILOG, U.S. will not, (i) conflict with or violate the Statuts, Certificate of Incorporation or Bylaws of ILOG or ILOG, U.S. or the equivalent organizational documents of any of ILOG's subsidiaries, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to ILOG or any of its subsidiaries or by which its or any of their respective properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair ILOG's or ILOG, U.S.'s rights or alter the Bankruptcy and Equity Exception.rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an encumbrance on any of the properties or assets of ILOG or any of its subsidiaries pursuant to, any material notes, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which ILOG or any of its subsidiaries is a party or by which ILOG or any of its subsidiaries or its or any of their respective properties are bound or affected except, with respect to clause (iii), for any such conflicts, violations, defaults or other occurrences that would not have a Material Adverse Effect on ILOG or ILOG, U.S. (b) The Board No consent, approval, order or authorization of, or registration, declaration or filing with any governmental entity is required by or with respect to ILOG or ILOG, U.S. in connection with the execution and delivery of Directors of Company Y (the “Company Y Board”) has directed that this Agreement or any Ancillary Agreement, except for (i) the filing of the Asset Contribution Agreement with the Commissaire aux Apports (French Contribution Auditor) and the Share Issuance be submitted to rendering of an audit report by such auditor and (ii) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not have a Material Adverse Effect on Seller or ILOG or ILOG, U.S. or have a material adverse effect on the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote ability of the holders of any class or series of share capital of Company Y necessary parties to authorize and approve consummate this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated hereby.

Authority. (a) Each of The Company Y and Merger Sub has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement Agreement, perform its obligations hereunder and, subject to, in only to the case of Company Y, obtaining the Required Company Y Vote, to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance adoption of this Agreement (the “Company Voting Proposal”) by the Company’s shareholders under the RIBCA (the “Company Shareholder Approval”), consummate the Merger and approved the consummation other transactions contemplated by this Agreement. Without limiting the generality of the transactions contemplated herebyforegoing, and has the board of directors of the Company (the “Company Board”), at a meeting duly called and held held, by the unanimous vote of all directors participating in the meeting (i) approveddetermined that the Merger and this Agreement are fair to and in the best interests of the Company and its shareholders, (ii) approved the Merger and this Agreement (including the “plan of merger,” as such term is used in Section 7-12-1001 of the RIBCA, contained herein) in accordance with the provisions of the RIBCA, (iii) directed that this Agreement and the Merger be submitted to the shareholders of the Company for their adoption and approval (including the “plan of merger” contained herein) and resolved to recommend that the shareholders of the Company vote in favor of the adoption of this Agreement (including the “plan of merger” contained herein) and the approval of the Merger, and declared advisable (iv) to the extent necessary, adopted resolutions having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to this Agreement, the Company Shareholder Agreement, the Merger or any other transactions contemplated by this Agreement or the Company Shareholder Agreement, in each case which resolutions, except after the date hereof to the extent expressly permitted by Section 6.1(b), have not been rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement and the Plan consummation of the Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken Agreement by the Merger Sub Board and Company have been duly authorized by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other all necessary corporate proceedings action on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreementthe Company, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect subject only to the Share Issuance, required receipt of the Required Company Y Vote)Shareholder Approval. This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming constitutes the due authorization, execution and delivery by Company T, constitutes a valid, legal valid and binding agreement obligation of each of Company Y and Merger Subthe Company, enforceable against each of Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity. (b) The Board execution and delivery of Directors this Agreement by the Company do not, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles of Incorporation or By-laws of the Company Y or of the charter, by-laws, or other organizational document of the Subsidiary of the Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under, require a consent, waiver or notice under, constitute a change in control under, require a payment under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature, whether arising by contract or by operation of law (“Liens”), on the Company’s or its Subsidiary’s assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which the Company or its Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or (iii) subject to obtaining the Company Shareholder Approval and subject to the consents, approvals and authorizations specified in clauses (i) through (v) of Section 3.4(c) having been obtained prior to the Effective Time and all filings and notifications described in Section 3.4(c) having been made and the waiting period (and any extension thereof) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any other applicable foreign antitrust or competition laws having terminated or expired prior to Effective Time, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Y Boardor its Subsidiary or any of its properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, rights of termination, Liens, penalties, defaults, terminations, cancellations, accelerations or losses that, or where the failure to obtain any consent or give any notice or make a penalty payment, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality, any quasi-governmental or private body exercising any regulatory or other governmental or quasi-governmental authority or any stock market or stock exchange on which any of the Company Common Shares are listed for trading (a “Governmental Entity”) has directed that is required by or with respect to the Company or its Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the other transactions contemplated herebyby this Agreement, is except for (i) an affirmative vote by the holders of pre-merger notification requirements under the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class)HSR Act and any other applicable Antitrust Laws, and (ii) an affirmative vote by the holders of a majority filing of the total outstanding Articles of Merger with the Rhode Island Secretary of State and the filing of appropriate corresponding documents with the appropriate authorities of other states in which the Company Y Class A Sharesis qualified as a foreign corporation to transact business, in each case, at a meeting (iii) the filing of the shareholders of Company Y Proxy Statement with the Securities and Exchange Commission (the “SEC”) in accordance with the articles Securities Exchange Act of association 1934, as amended (the “Exchange Act”), (iv) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Company, authorizing and approving Exchange Act as may be required in connection with this Agreement, the Share Issuance Agreement and the transactions contemplated hereby and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws, and the “Required Company Y Vote”). No other vote rules and regulations of the Nasdaq Stock Market. (d) There are no bonds, debentures, notes or other indebtedness of the 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 Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebymay vote.

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y Vote, and to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required Transactions to be taken consummated by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote). This Agreement has been duly and validly executed and delivered by each of Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y and Merger Sub, enforceable against each of Company Y and Merger Sub in accordance with its termsit, subject to the Bankruptcy Company obtaining, prior to the Effective Time, and Equity Exception. (b) The Board only if required by Law, the vote in favor of Directors the adoption of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting voting power of the shareholders of Company Y issued and outstanding Shares in accordance with the articles Nevada Merger Law (the “Company Stockholder Approval”). The execution, delivery and performance by the Company of association this Agreement, and the consummation by the Company of the Transactions to be consummated by it, have been duly and validly authorized and approved by the Company Board and, except for the receipt of any Company Stockholder Approval, and only if required by Law, 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 the Company of the Transactions to be consummated by it. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement by Parent and Purchaser, constitutes a valid and binding obligation of the Company, authorizing enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to the enforcement of creditors’ rights generally and approving (ii) is subject to general principles of equity. (b) At a meeting duly called and held, the Company Board adopted resolutions (i) adopting and approving, and declaring to be advisable, this Agreement, the Share Issuance Tender Agreements, the Top-Up Option, the Offer, the Merger and the transactions contemplated hereby other Transactions to be consummated by the Company (including for all purposes under NRS 78.411 through 78.444, inclusive), (ii) recommending that the “Required Company Y Vote”). No other holders of Shares accept the Offer and tender their Shares pursuant to the Offer, (iii) recommending that the Company’s stockholders vote in favor of the shareholders adoption of Company Y this Agreement at the Stockholders’ Meeting (it is required understood that clause (ii) and (iii) is not intended to, and shall not, affect the Company’s rights under the proviso in Section 2.10(a)(ii) and Section 6.2) and (iv) irrevocably approving for all purposes, to the maximum extent permitted by Law, the memorandum (1) each of Parent, Purchaser and articles of association of Company Y or otherwise in order for Company Y to authorize their respective Affiliates and approve (2) this Agreement, the Share Issuance Offer, the Top-Up Option, the Merger and the other Transactions to exempt such persons, agreements and transactions from, and to elect for the Company, Parent and Purchaser and their respective Affiliates not to be subject to any “moratorium”, “business combination”, “fair price”, or other form of anti-takeover Laws of any jurisdiction that may purport to consummate be applicable to the transactions contemplated herebyCompany, Parent, Purchaser or any of their respective Affiliates in connection with this Agreement, the Offer, the Top-Up Option, the Merger and the other Transactions with respect to any of the foregoing. (c) Prior to the date hereof, the Company By-Laws were amended to render the restrictions set forth in NRS 78.378 through 78.3793, inclusive, inapplicable to the Merger, Parent, Purchaser and the acquisition of Shares pursuant to the Offer (including the Tender Agreements) and the Top-Up Option. As of the date hereof, the Company has been advised that each of its directors and named executive officers of the Company intends to tender pursuant to the Offer any and all Shares they own beneficially or of record.

Authority. (a) Each of the Company Y and Merger Sub Parties has all necessary corporate the requisite corporate, limited liability company or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to, in to receipt of the case of Company Y, obtaining the Required Company Y VoteStockholder Approval, to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement by each of the Company Y Board has Parties and the consummation by the Company Parties of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, limited liability company and limited partnership action, and no other corporate, limited liability company or limited partnership proceedings on the part of the Company Parties, as applicable, are necessary to authorize this Agreement or the Mergers or to consummate the 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, execution and delivery and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreementthe Merger, the Merger and the Plan of Partnership Merger and the other transactions contemplated hereby; , (ii) determined directed that such the Merger and the other transactions are advisable and fair tocontemplated hereby be submitted for consideration at the Company Stockholder Meeting, and in the best interests of, Company Y and its shareholders; and (iii) recommended resolved to recommend that the shareholders holders of Company Y approve Common Stock vote in favor of the issuance approval of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other thanthe “Company Recommendation”) and to include such recommendation in the Proxy Statement, with respect subject to the Share Issuance, the Required Company Y Vote). Sections 6.3 and 6.5. (b) This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub Parties and, assuming the due authorization, execution and delivery by Company Teach of the Parent Parties, constitutes a valid, legal legally valid and binding agreement obligation of each of the Company Y and Merger SubParties, enforceable against each of the Company Y and Merger Sub Parties in accordance with its terms, subject to the Bankruptcy except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated hereby.

Authority. (a) Each of Company Y FMFK and Merger Sub MERGER SUB has all necessary full corporate power and authority to execute and deliver this Agreement and, subject to, in to the case requisite approval of Company Y, obtaining the Required Company Y Voteits stockholders, to perform its obligations hereunder and consummate the transactions contemplated hereby. The Company Y Board has execution and delivery of this Agreement, the performance by each of FMFK and MERGER SUB of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by FMFK's Board of Directors. The Board of Directors of FMFK has directed that this Agreement be submitted to FMFK's stockholders for approval at a meeting of FMFK's stockholders for the executionpurpose of approving the Merger and this Agreement (the "FMFK Stockholders Meeting"), delivery and performance and, except for the approval of this Agreement and approved the Merger by the affirmative vote of holders of a majority of the outstanding shares of FMFK Common Stock (the "FMFK Stockholder Approval"), no other corporate proceedings are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. FMFK, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder stockholder of Merger SubMERGER SUB, have at meetings duly called has approved this Agreement and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote). This Agreement has been duly and validly executed and delivered by each of Company Y FMFK and Merger Sub and, MERGER SUB (assuming the due authorization, execution and delivery by Company T, OLYMPIC) it constitutes a validlegal, legal valid and binding agreement of each of Company Y FMFK and Merger SubMERGER SUB, enforceable against each of Company Y and Merger Sub it in accordance with its terms, subject to the Bankruptcy except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and Equity Exception. other laws of general application affecting enforcement of creditors' rights generally, (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted as limited by laws relating to the shareholders availability of Company Y for their authorization specific performance, injunctive relief or other equitable remedies and approval at (c) as limited by applicable rules and regulations of the NASD with respect to change of control of a meeting registered broker-dealer. The shares of FMFK Common Stock and FMFK Preferred Stock to be held for that purpose. The only vote of issued by FMFK pursuant to the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is Merger: (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class)have been or will be duly authorized, and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Sharesand, in each case, at a meeting of the shareholders of Company Y when issued in accordance with the articles of association terms of the CompanyMerger and this Agreement (or the applicable option agreements), authorizing will be validly issued, fully paid and approving nonassessable and will not be subject to preemptive rights; (ii) will, when issued in accordance with the terms of the Merger and this Agreement (or the applicable option agreements), be registered under the Securities Act, and to the extent reasonably able to do so, registered or exempt from registration under applicable United States "Blue Sky" laws; (iii) will, when issued in accordance with the terms of the Merger and this Agreement, be eligible for listing on the Share Issuance OTC; and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote iv) will be issued free and clear of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyany Liens.

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and, subject to, in to the case receipt of the Company Y, obtaining the Required Company Y VoteStockholder Approval, to consummate the transactions contemplated herebyhereby to which it is a party (excluding the consummation of the Second Merger and the transactions contemplated thereby). The Company Y Board has duly Excluding the consummation of the Second Merger and validly authorized the transactions contemplated thereby, the execution, delivery and performance of this Agreement by the Company and approved the consummation by the Company of the transactions contemplated hereby, and has at hereby to which it is a meeting party have been duly called and held (i) approved, and declared advisable this Agreement, authorized by all necessary corporate action on the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve part of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of the Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger Agreement or to consummate the Merger and the other transactions contemplated hereby (to which it is a party, other than, with respect to in the Share Issuancecase of the consummation of the Merger, the Required adoption and approval of this Agreement by the holders of at least a majority in combined voting power of the outstanding shares of Company Y Vote)Common Stock (the “Company Stockholder Approval”) and other than the filing of the Certificate of Merger. This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company TParent, Merger Sub and Merger Sub I, constitutes a valid, legal valid and binding agreement obligation of each of Company Y and Merger Subthe Company, enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject terms (except to the Bankruptcy and Equity Exceptionextent 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 Board Company Board, at a meeting duly called and held at which all directors of Directors the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of Company Y this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company’s stockholders, (the “Company Y Board”ii) has directed that approving and declaring advisable this Agreement and the Share Issuance transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to the shareholders stockholders of the Company Y for their authorization adoption and approval at a meeting and (iv) resolving to be held for recommend that purpose. the Company’s stockholders vote in favor of the adoption and approval of this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as expressly permitted by Section 5.2. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of share the Company’s capital stock or other securities required in connection with the consummation of Company Y necessary to authorize and approve this Agreement and the Share Issuance Merger. Excluding the consummation of the Second Merger and the transactions contemplated herebythereby, is (i) an affirmative no other vote by of the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association any class or series of the Company, authorizing and approving this Agreement, ’s capital stock or other securities is required in connection with the Share Issuance and consummation of any of the transactions contemplated hereby (to be consummated by the “Required Company Y Vote”). No other vote of than the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyMerger.

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate requisite power and authority to execute and deliver enter into this Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y Vote, and to consummate the transactions contemplated hereby. The Company Y Board has duly , subject, in the case of consummation of the Merger, to obtaining the approval and validly authorized the execution, delivery and performance adoption of this Agreement and approved the approval of the Merger by the Company’s stockholders as contemplated in Section 6.2. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of the Company and has at a meeting duly called no further action is required on the part of the Company to authorize the execution and held (i) approved, and declared advisable delivery of this Agreement, Agreement or to consummate the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect subject only to the Share Issuance, the Required Company Y Vote). This Agreement has been duly approval and validly executed and delivered by each adoption of Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y and Merger Sub, enforceable against each of Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance be submitted approval of the Merger by the Company’s stockholders and the filing of the Articles of Merger pursuant to Washington Law. The affirmative vote of the shareholders holders of a majority of the outstanding shares of Company Y for their authorization and approval at a meeting to be held for that purpose. The Common Stock is the only vote of the holders of any class or series of share Company capital of Company Y stock necessary to authorize approve or adopt this Agreement, approve the Merger and approve 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 (except (i) to make the recommendation contained therein a Non-Unanimous Board Recommendation or (ii) as expressly permitted by Section 6.3(d)), duly (i) determined that the Merger is fair to, and in the best interest of, the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the Share Issuance and the transactions contemplated herebythereby, is including the Merger, and (iiii) an affirmative vote by recommended that the holders stockholders of the Company Y Shares representing a majority of approve and adopt this Agreement and approve the aggregate voting power of Merger and directed that such matter be submitted to the Company’s stockholders at the Company Y Shares outstanding (voting together as a single class), Stockholders’ Meeting. This Agreement has been duly executed and (ii) an affirmative vote delivered by the holders of a majority of Company and assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association valid and binding obligation of the Company, authorizing and approving this Agreement, enforceable against the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyaccordance with its terms.

Authority. (a) Each of Company Y and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “"Share Issuance”"). The Board of Directors of Merger Sub (the “"Merger Sub Board”"), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote). This Agreement has been duly and validly executed and delivered by each of Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y and Merger Sub, enforceable against each of Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y (the “"Company Y Board”") has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “"Required Company Y Vote”"). No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated hereby.

Authority. (a) Each of The Company Y and Merger Sub has all necessary requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement, the Statutory Merger Agreement and, subject to, in and the case of Company Y, obtaining the Required Company Y Vote, other Transaction Documents to which it is (or will be) party and to consummate the transactions contemplated herebyTransactions in accordance with the terms of this Agreement, the Statutory Merger Agreement and the other Transaction Documents. The execution and delivery of this Agreement, the Statutory Merger Agreement and the other Transaction Documents to which the Company Y Board has is (or will be) party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and validly authorized 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 action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement, the Statutory Merger Agreement and approved the other Transaction Documents to which the Company is (or will be) party or the consummation of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote)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 and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company Tthe other Parties hereto or thereto, as applicable, constitutes a valid, legal valid and binding agreement obligation of each of Company Y and Merger Subthe Company, enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity ExceptionExceptions”). (b) The Board affirmative votes of Directors the holders of Company Y at least seventy-five percent (75%) of the “Company Y Board”) has directed that this Agreement aggregate voting rights of the issued and outstanding Shares entitled to vote thereon is the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class Shares or series of share capital of Company Y other Equity Securities necessary to authorize adopt and approve this Agreement under applicable Law and the Share Issuance Company’s Constitutive Documents (the “Requisite Shareholder Approval”), and, under the Bermuda Companies Act and the transactions contemplated herebyCompany’s Constitutive Documents, is the Requisite Shareholder Approval may be given by consent of the holders of Shares in lieu of a meeting. (c) The Company Board has, by resolutions duly adopted, (i) an affirmative vote by determined that the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in Per Preference Share Merger Consideration constitutes fair value for each case, at a meeting of the shareholders of Company Y Preference Share in accordance with the articles 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 association of the Company, authorizing and approving this Agreement, the Share Issuance Statutory Merger Agreement and the transactions contemplated hereby (Transactions are fair to and in the “Required Company Y Vote”). No other vote best interests of the shareholders Company and its shareholders, (iv) approved and declared advisable the execution, delivery and performance of Company Y is required by Law, the memorandum and articles of association of Company Y or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance 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 shareholders vote in favor of the adoption and approval of this Agreement, the Statutory Merger Agreement and the Merger. None of the aforesaid resolutions have been subsequently rescinded, modified or withdrawn. (d) No restrictions on business combinations or any other “fair price,” “moratorium,” “control share acquisition” or other similar statute or regulation (“Takeover Statutes”) applies or purports to consummate apply to the transactions contemplated herebyCompany with respect to the Merger, this Agreement or any other Transaction.

Authority. (a) Each of Company Y HiSoft and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Agreements to which it is a party and, subject to, in the case of Company YHiSoft, obtaining the Required Company Y HiSoft Vote, to consummate the transactions contemplated herebyhereby and thereby. The Company Y HiSoft Board has duly and validly authorized the execution, delivery and performance of this Agreement and the other Transaction Agreements to which HiSoft or Merger Sub is a party and approved the consummation of the transactions contemplated herebyhereby and thereby, and has at a meeting duly called and held (i) approved, and declared advisable advisable, the execution, delivery and performance by HiSoft of this Agreement, the Merger and Merger, the Plan of Merger Merger, the other Transaction Agreements to which HiSoft is a party and the other consummation transactions contemplated herebyhereby and thereby; (ii) determined that such transactions are advisable and fair toadvisable, and in the best interests of, Company Y HiSoft and its shareholders; and (iii) recommended as of the date hereof that the shareholders of Company Y HiSoft approve each of the following matters (each of which shall be conditioned on the substantially contemporaneous consummation of the Merger): (A) an alteration to the conditions of the HiSoft Memorandum to increase its share capital and the number of authorized HiSoft Shares to 120,000,000 (the “Capital Increase”), which shall occur immediately following the Share Consolidation, (B) a consolidation of the share capital of HiSoft, following which every 13.9482 issued and unissued common shares of par value US$0.0001 each in the share capital of HiSoft would be consolidated into one (1) common share of par value US$0.00139482 each in the share capital of HiSoft (the “Share Consolidation”), (C) an amendment to the HiSoft Articles to (1) change the name of HiSoft to a new name in English, to be mutually agreed by the Parties, and “文思海辉” in Chinese, and (2) delete the additional or casting vote granted to the chairman of the meeting of the HiSoft Board in the case of any equality of votes (the “Articles Amendments”), and (D) the issuance of Company Y Class A HiSoft Shares (including HiSoft Shares to be represented by HiSoft ADSs) constituting the Merger Consideration (the “Share Issuance”), which shall occur following the Effective Time. The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y HiSoft as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company YHiSoft) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger, the other Transaction Agreements to which Merger Sub is a party, and the consummation of the transactions contemplated herebyhereby and thereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y HiSoft as the sole shareholder of Merger Sub for the consummation of the transactions. No other corporate proceedings on the part of Company Y HiSoft or Merger Sub are necessary to authorize and or approve this Agreement, the Merger or the Plan of Merger or the other Transaction Agreements to which HiSoft or Merger Sub is a party or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Capital Increase, the Share Consolidation, the Articles Amendments and the Share Issuance, the Required Company Y HiSoft Vote). This Agreement has and the other Transaction Agreements to which HiSoft or Merger Sub is a party have been duly and validly executed and delivered by each of Company Y HiSoft and Merger Sub Sub, as applicable, and, assuming the due authorization, execution and delivery by Company Tthe other parties hereto and thereto, constitutes a constitute valid, legal and binding agreement agreements of each of Company Y HiSoft and Merger Sub, as applicable, enforceable against each of Company Y HiSoft and Merger Sub Sub, as applicable, in accordance with its their respective terms, subject to the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y HiSoft (the “Company Y HiSoft Board”) has directed that this Agreement approved the Capital Increase, the Share Consolidation, the Articles Amendments and the Share Issuance be being submitted to the shareholders of Company Y HiSoft for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y HiSoft necessary to authorize and approve this Agreement (i) the Capital Increase and the Share Issuance and the transactions contemplated hereby, Consolidation is (i) an affirmative vote a simple majority of votes cast by the holders of the Company Y HiSoft Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class)in person or by proxy, and (ii) the Articles Amendments is an affirmative vote of two-thirds of the holders of HiSoft Shares voting in person or by proxy and (iii) the Share Issuance is a simple majority of votes cast by the holders of a majority of the total outstanding Company Y Class A SharesHiSoft Shares voting in person or by proxy, in each case, at a meeting of the shareholders of Company Y HiSoft duly convened in accordance with the articles HiSoft Articles for purposes of association of the Company, authorizing and approving this Agreementthe Capital Increase, the Share Issuance Consolidation, the Articles Amendments and the transactions contemplated hereby Share Issuance (collectively, the “Required Company Y HiSoft Vote”). No other vote of the shareholders of Company Y HiSoft is required by Law, the memorandum and articles of association of Company Y HiSoft Memorandum, the HiSoft Articles or otherwise in order for Company Y HiSoft to authorize and approve this Agreementthe Capital Increase, the Share Issuance Consolidation, the Articles Amendments or to consummate the transactions contemplated herebyShare Issuance.

Authority. NO VIOLATION. (a) Each of Company Y and Merger Sub has all necessary full corporate power and authority to execute and deliver this Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y Vote, and to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized the executionof Directors of Company, delivery and performance of this Agreement and approved the consummation of the transactions contemplated hereby, and has at a meeting duly called and held held, has unanimously (i) approved, and declared advisable determined that this Agreement, the Merger Agreement and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions , including the Merger, are advisable and fair to, to and in the best interests ofof the holders of shares of Company Common Stock, Company Y (ii) duly approved and its shareholders; adopted a resolution containing this Agreement and approved the execution and delivery of this Agreement and the transactions contemplated hereby, including the Merger, and approved the execution and performance of the Support Agreement and the Receivables Agreements and (iii) recommended resolved to recommend that the shareholders holders of shares of Company Y Common Stock vote to approve and adopt this Agreement (the "COMPANY BOARD RECOMMENDATION"). A committee of the issuance Board of Directors of Company Y Class A Shares constituting consisting of all of Company's disinterested (as such term is defined in Subdivision 1(d)(3) of Section 302A.673 of the Merger Consideration (MBCA) directors of Company, formed in accordance with Subdivision 1(d) of Section 302A.673 of the “Share Issuance”)MBCA, duly approved the execution and performance of this Agreement, the Support Agreement and the Receivables Agreements and the transactions contemplated hereby and thereby. The Board of Directors of Company has directed that this Agreement be submitted to Company's shareholders for approval at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon in connection with the Merger Sub (the “Merger Sub Board”"COMPANY SHAREHOLDER APPROVAL"), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of Company Y or Merger Sub the Board of Directors of the Company and no other votes or consents of any holders of Company securities are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or Agreement and to consummate the transactions contemplated hereby (other than, with respect to the Share Issuance, the Required Company Y Vote)hereby. This Agreement has been duly and validly executed and delivered by each of Company Y and Merger Sub and, (assuming the due authorization, execution and delivery by Company T, Parent and Sub) constitutes a valid, legal the valid and binding agreement obligation of each of Company Y and Merger SubCompany, enforceable against each of Company Y and Merger Sub in accordance with its terms, subject to the Bankruptcy effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Exceptionother similar laws relating to or affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (b) The Board of Directors of Company Y (the “Company Y Board”Except as set forth in Section 3.3(b) has directed that this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote of the holders of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority Disclosure Schedule, neither the execution and delivery of this Agreement or the aggregate voting power Receivables Agreements by Company nor the consummation by Company of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required or thereby, nor compliance by Company Y Vote”). No other vote with any of the shareholders terms or provisions hereof or thereof, will (i) violate any provision of the articles of incorporation or bylaws (or other constituent documents) of Company Y is or any Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or any of its Subsidiaries or any of their respective properties or assets, or violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by Lawor rights or obligations under, or result in the memorandum and articles creation of association any Lien upon any of the respective properties or assets of Company Y or otherwise any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, permit, concession, franchise, license, lease, agreement, contract, pooling and servicing agreement or other Securitization Agreement (as defined in order Section 3.14) or other instrument or obligation to which Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets are bound, except as to (ii), for Company Y any such violations, conflicts, breaches, losses, terminations, cancellations, accelerations or Liens that could not reasonably be expected to authorize and approve this Agreementhave, individually or in the Share Issuance or to consummate aggregate, a Material Adverse Effect on the transactions contemplated herebyCompany.

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger, subject to obtaining the Company Shareholder Approval. The Company Y Board has duly execution and validly authorized the execution, delivery and performance of this Agreement by the Company and approved the consummation by the Company of the transactions contemplated hereby, and has at a meeting including the Merger, have been duly called and held (i) approvedauthorized by all necessary corporate action, and declared advisable this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, Company Y and its shareholders; and (iii) recommended that the shareholders of Company Y approve of the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub Board”), and Company Y as the sole shareholder of Merger Sub, have at meetings duly called and held, duly and validly authorized and approved by board resolution (in the case of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No no other corporate proceedings on the part of the Company Y and no shareholder votes or Merger Sub written consents are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger Agreement or to consummate the transactions contemplated hereby (other than, than the Company Shareholder Approval and the filing of the Agreement of Merger with respect to the Share Issuance, Secretary of the Required Company Y Vote)State of California. This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes a valid, legal and binding agreement of each of Company Y Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against each of the Company Y and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the Bankruptcy remedy of specific performance and Equity Exceptioninjunctive 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 At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board adopted resolutions by which the Company Board unanimously (i) determined that the Merger and the other transactions contemplated by this Agreement are fair to and in the best interests of Directors the Company and its shareholders, (ii) approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby, in accordance with the requirements of Company Y the CGCL, and (iii) subject to the “Company Y Board”) has directed terms and conditions of this Agreement, recommended that the Company’s shareholders vote their Shares in favor of approving this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote Merger, and, as of the holders date of any class or series of share capital of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Shares, in each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote none of the shareholders of aforesaid actions by the Company Y is required by LawBoard has been amended, the memorandum and articles of association of Company Y rescinded or otherwise in order for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebymodified.