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 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 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 . The execution, delivery and fair to, performance by the Company of this Agreement and in the best interests of, consummation by 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”), Offer 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 other transactions contemplated hereby, and taken have been duly authorized by all necessary corporate actions required to be taken by action on the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation part of the transactions. No Company and no other corporate proceedings on the part of the Company Y or Merger Sub are necessary to authorize this Agreement or to consummate the Offer and approve this Agreement, the Merger or the Plan of Merger or to consummate the other transactions contemplated hereby (other than, with respect to than the Share Issuance, filing and recordation of appropriate merger documents as required by the Required Company Y VoteDGCL). 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 Tthe other parties hereto, 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 termsterms subject, subject as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and to the Bankruptcy and Equity Exceptioneffect of 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 Companyduly called and held, authorizing duly and unanimously adopted resolutions (i) approving this Agreement, the Share Issuance Offer, the Merger and the other transactions contemplated by this Agreement, (ii) determining that this Agreement is advisable and that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are fair to and in the best interests of the Company and its stockholders, and (iii) recommending that the Company’s stockholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer. Such resolutions are sufficient to render the provisions of Section 203 of the DGCL inapplicable to this Agreement and the Contingent Cash Consideration Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. To the knowledge of the Company, no other state Takeover Statute or similar statute or regulation applies to the Company with respect to this Agreement, the Offer, the Merger or any other transaction contemplated by this Agreement or the Contingent Cash Consideration Agreement and the transactions contemplated hereby thereby. (c) MTS Securities, LLC, an affiliate of MTS Health Partners, L.P., has delivered to the “Required Company Y Vote”)Board its opinion to the effect that, as of the date of such opinion and based on the assumptions, qualifications and limitations contained therein, the consideration to be received by the holders of Company Common Stock pursuant to the Offer and the Merger, taken together, is fair, from a financial point of view, to such holders. The Company will make available to Parent a correct and complete copy of the form of such opinion solely for informational purposes after receipt thereof by the Company. (d) The Company has taken all action necessary to exempt the Merger, this Agreement and the transactions contemplated by this Agreement from Section 203 of the DGCL, and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies to any such transactions. No other vote of the shareholders of Company Y is required by Law, the memorandum and articles of association of Company Y “control share acquisition,” “fair price,” “moratorium” or otherwise in order for Company Y other antitakeover laws enacted under U.S. state or federal laws apply to authorize and approve this Agreement, the Share Issuance Agreement or to consummate the transactions contemplated herebyby this Agreement.

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 Mergers 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 Mergers 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, the Merger or the Plan of Merger Agreement or to consummate the Mergers and the other transactions contemplated hereby (other thanhereby, with respect subject, in the case of the consummation of the Mergers, to the Share Issuance, adoption of this Agreement by the Required holders of at least sixty percent of the total voting power of all outstanding securities of the Company Y Votegenerally entitled to vote at a meeting of the Company’s stockholders (including the Convertible Notes) (the “Company Stockholder Approval”). This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery by Company Tthe Parent Parties, 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 this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company Y and its stockholders, (the “Company Y Board”ii) has directed that approving and declaring advisable this Agreement and the Share Issuance transactions contemplated hereby, including the Mergers, (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 recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be 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 consummation of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative by this Agreement. 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 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 herebyMergers.

Authority. (a) Each of The Company Y and Merger Sub each Operating Partnership has all necessary requisite corporate or partnership power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to, in to the case receipt of Company Y, obtaining the Required Company Y VoteStockholder Approval, to consummate the transactions contemplated herebyTransactions. The Company Y Board has duly Assuming the accuracy of the representations and validly authorized warranties set forth in Section 5.07, the execution, delivery and performance by the Company and the Operating Partnerships of this Agreement 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, Transactions have at meetings duly called and held, been duly and validly authorized and approved by board resolution (in all necessary corporate or partnership action on the case part of Company Y) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of this AgreementCompany, the Merger General Partner and each Operating Partnership subject to the Plan of Merger and the consummation receipt of the transactions contemplated herebyRequired Company Stockholder Approval, 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 or partnership proceedings on the part of the Company Y or Merger Sub Operating Partnerships are necessary to authorize the execution and approve delivery of this Agreement, Agreement or for the Merger Company or the Plan of Merger or Operating Partnerships to consummate the transactions contemplated hereby Transactions (other than, with respect to the Share IssuancePublic Merger and the LP Mergers, the Required Company Y Votefiling of the Certificate of Merger and the LP Certificates of Merger with the Delaware Secretary of State). This Assuming the due authorization, execution and delivery by ▇▇▇▇▇▇ and the Merger Subs of this Agreement and the accuracy of the representations and warranties set forth in Section 5.07, this Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub andOperating Partnerships and 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 the Company Y and Merger SubOperating Partnerships, enforceable against each of the Company Y and Merger Sub Operating Partnerships in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the Bankruptcy remedies of specific performance and Equity Exception. injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought (b) The Board of Directors of Company Y (collectively, the “Enforceability Exceptions”). Prior to the execution of the Support Agreements, the Company Y Board”Board (acting upon the unanimous recommendation of the Special Committee to take such action) has directed that this Agreement approved the Support Agreements and the Share Issuance be submitted to transactions contemplated thereby. Except for the shareholders of Required Company Y for their authorization Stockholder Approval and approval at a meeting to be held for that purpose. The only the General Partner Approvals, no other vote of the holders of any class or series of share capital Company Capital Stock or Operating Partnership Units is necessary pursuant to Applicable Law or the organizational documents of Company Y necessary the Acquired Companies to authorize and approve adopt 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 herebyTransactions.

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 have been duly and validly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the approval of this Agreement by the holders of at least a majority in combined voting power of the outstanding Shares if required by applicable Law (the “Company Requisite Vote”), and the filing with the Florida Department of State, Division of Corporations and the Secretary of State of the State of Delaware of the Articles of Merger as required by the FBCA and the Delaware General Corporation Law. The affirmative vote of a majority of the outstanding Company Common Stock is the only vote required of the Company’s capital stock necessary in connection with the approval and consummation of the Merger. No other vote of the Company’s shareholders is necessary in connection with this Agreement, the Shareholders Agreement, or the consummation of any 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 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 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 of Directors of the Company Y has, by resolutions duly adopted, at a meeting duly called and held (i) authorized the “Company Y Board”) has directed that execution, delivery and performance 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 all of the holders of any class or series of share capital of Company Y necessary to authorize transactions contemplated hereby, (ii) approved, adopted and approve declared advisable, this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by including the holders of Offer and 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 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 FBCA, (iii) determined that the terms of association this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the shareholders of the Company, authorizing (iv) recommended that the holders of Company Common Stock accept the Offer and approving tender their Shares pursuant to the Offer (the “Offer Recommendation”) and that the holders of Company Common Stock approve this Agreement and the transactions contemplated hereby, including the Merger (the “Merger Recommendation”). (c) The Board of Directors of the Company has, by resolutions duly adopted at a meeting duly called and held, approved and declared advisable, the Shareholders Agreement and the Stock Purchase Agreement and, prior to the execution of the Shareholders Agreement and this Agreement, has taken all necessary actions to exempt the Share Issuance Investments Stock Purchase, the Shareholders Agreement and this Agreement and the transactions contemplated hereby and thereby from any and all applicable antitakeover statutes including FBCA § 607.0901 (the “Required Company Y Vote”affiliated transactions” statute) and FBCA § 607.0902 (“control-share acquisitions” statute). 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 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 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 any Related Agreements to which it is a party 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 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, hereby and taken thereby 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 necessary 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, subject only to the approval of this Agreement by the Stockholders. The vote required to approve this AgreementAgreement by the Stockholders is a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class, the Merger or vote of holders of a majority of the Plan outstanding shares of Merger or to consummate Series A Preferred Stock, Series A-1 Preferred Stock and Series A-2 Preferred Stock, voting together as a single class, and the vote of holders of at least a majority of the outstanding shares of Series B Preferred Stock. This Agreement and the transactions contemplated hereby (other than, with respect to including the Share Issuance, Merger) have been unanimously approved by the Required Company Y Vote)Board of Directors of the Company. This Agreement has and each of the Related 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 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, 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 laws of general application relating to bankruptcy, insolvency, moratorium, the holders relief of the Company Y Shares representing a majority debtors and enforcement of the aggregate voting power of Company Y Shares outstanding (voting together as a single class)creditors’ rights in general, and (ii) an affirmative vote by the holders rules of a majority law governing specific performance, injunctive relief, other equitable remedies and other general principles 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 herebyequity.

Authority. (a) Each of Company Y and Merger Sub the Mid-Con 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 by each of the Mid-Con Parties, and approved subject to receipt of the Partnership Unitholder Approval, the consummation of the transactions contemplated hereby have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the Mid-Con Parties. At a meeting duly called and held, the GP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in, or not opposed to, the best interests of the Partnership and the Unaffiliated Public Unitholders, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting Special Approval), and has (c) recommended to the General Partner Board the approval of, this Agreement and the transactions contemplated hereby, including the Merger. Upon the receipt of the unanimous recommendation of the GP Conflicts Committee, at a meeting duly called and held held, the General Partner Board, by unanimous vote, (i) approveddetermined that this Agreement and the transactions contemplated hereby are in, and declared advisable this Agreementor not opposed to, the Merger best interests of the Partnership and the Plan holders of Merger and the other transactions contemplated hereby; Partnership Units, (ii) determined that such transactions are advisable approved this Agreement 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, including the Merger, 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. (biii) The Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement and the Share Issuance transactions contemplated hereby, including the 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 Partnership Common Units by written consent pursuant to Section 13.11 of share capital the Partnership LPA and recommended approval of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote including the Merger, by the holders of Partnership Common Units. The approval of this Agreement and the Company Y Shares representing a majority of transactions contemplated hereby, including the aggregate voting power of Company Y Shares outstanding (voting together as a single class)Merger, and (ii) an by the affirmative vote by or consent of the holders of a majority of the total outstanding Company Y Class A SharesOutstanding (as defined in the Partnership LPA) Partnership Common Units (the “Partnership Unitholder Approval”), is the only vote or approval of partnership interests in each case, at a meeting the Partnership or of any interest in the shareholders of Company Y in accordance with General Partner necessary to approve this Agreement and approve and consummate the articles of association of the Company, authorizing and approving transactions contemplated by this Agreement, including the Share Issuance Merger, 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 Mid-Con Party are necessary to authorize and approve this Agreement, the Share Issuance Agreement or to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly executed and delivered by each of the Mid-Con Parties and constitutes the valid and legally binding obligation of each of the Mid-Con Parties, enforceable against each of the Mid-Con 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 Subject Entity has or, in the case of Company Y SUN Retail, immediately following the Pre-Closing Transactions and Merger Sub has all necessary corporate at the Closing, will have the requisite limited liability company power and authority to execute and deliver this Agreement and, subject toand each Ancillary Document, in the case of Company Yeach case, obtaining the Required Company Y Voteto which such Subject Entity is a party, and to consummate the transactions contemplated herebyhereby or 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 herebyAncillary Documents, and has at in each case, to which such Subject Entity 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 or thereby have been (and taken the Ancillary Documents to which such Subject Entity is a party will be) duly authorized by 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 necessary limited liability company action on the part of Company Y or Merger Sub are such Subject Entity and no other proceeding on the part of such Subject Entity is necessary to authorize this Agreement and approve this Agreement, the Merger or the Plan of Merger Ancillary Documents to which such Subject Entity is a party or 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 (and the execution and delivery of each of the Ancillary Documents to which such Subject Entity is a party will be) duly and validly executed and delivered by each of Company Y such Subject Entity and Merger Sub and, assuming the due authorization, execution and delivery by Company T, constitutes or will constitute a valid, legal and binding agreement of each of Company Y such Subject Entity (assuming that this Agreement has been and Merger Subthe Ancillary Documents to which such Subject Entity is a party will be duly and validly authorized, executed and delivered by Acquiror), enforceable against each of Company Y and Merger Sub such Subject Entity in accordance with its their 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 except (i) an affirmative vote to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the holders enforcement of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), creditors’ rights generally and (ii) an affirmative vote by that the holders availability of a majority equitable remedies, including specific performance, is subject to the discretion 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 herebycourt before which any proceeding thereof may be brought.

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 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, 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, 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 and no stockholder 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 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 (i) determined that the “Company Y Board”) has directed that Offer and the Merger and the other transactions contemplated by this Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement, the Offer, 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 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 requirements of the DGCL, (iii) recommended that the Company’s stockholders vote their Shares in favor of adopting this Agreement by written consent in lieu of a meeting, authorizing (iv) resolved to recommend that the Company’s stockholders accept the Offer and approving this Agreementtender their shares of Company Common Stock pursuant to the Offer and (v) authorized the Top-Up Option, the Share Issuance issuance of the Top-Up Shares and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote form of promissory note deliverable by Merger Sub in consideration of the shareholders Top-Up Shares, and, as of the 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 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 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 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 the case of Company Y, to obtaining the Required Company Y VoteShareholder Approval if required in connection with the Merger, to consummate the transactions contemplated herebyTransactions. The Company Y Board has duly and validly authorized the execution, delivery and performance by the Company of this Agreement and approved the consummation by the Company of the transactions contemplated herebyTransactions, and has at a meeting 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 transactions contemplated hereby Transactions (other than, with respect to than obtaining the Share Issuance, Company Shareholder Approval for consummation of the Required Company Y VoteMerger and the filing and recordation of appropriate merger documents as required by the WBCA). 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 Tthe other parties hereto, constitutes a validthe legal, 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 termsterms subject, subject as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the rights and remedies of creditors generally and to the Bankruptcy effect of general principles of equity. The affirmative vote of a majority of outstanding shares of Company Common Stock entitled to vote in accordance with the WBCA and Equity Exceptionthe Company Organizational Documents (the “Company Shareholder Approval”) is the only vote of the holders of capital stock of the Company necessary to approve the Merger. No other vote of the holders of the capital stock of the Company is required to approve this Agreement and the Transactions. (b) The Board Company Board, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the Transactions are advisable, fair to and in the best interests of Directors the shareholders of Company Y the Company, (the “Company Y Board”ii) has directed that adopting and approving this Agreement and the Share Issuance be submitted to Transactions and declaring it advisable that the Company enter into this Agreement and consummate the Transactions, and (iii) recommending that the Company’s shareholders accept the Offer and approve the Merger and the Plan of Company Y for their authorization and approval at a meeting to be held for that purposeMerger. The only vote Continuing Directors of the holders Company (as such term is defined in the Company’s Articles of any class or series Incorporation), voting separately as a subclass of share capital of the Company Y necessary to authorize Board, unanimously adopted and approve approved this Agreement and the Share Issuance Merger pursuant to Section 13.2.2 of the Company’s Articles of Incorporation. (c) ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) has delivered to the Company Board an opinion to the effect that, as of the date of such opinion and subject to the assumptions, qualifications and limitations contained therein, the $5.00 per share in cash to be received pursuant to the Offer and the transactions contemplated hereby, is (i) an affirmative vote Merger by the holders of Company Common Stock (other than Parent, Merger Sub, any beneficial owner of more than five percent (5%) of the outstanding shares of Company Common Stock who is a reporting person on a Statement of Beneficial Ownership on Schedule 13D (or amendment thereto) filed with the SEC with respect to the Company Y Shares representing Common Stock, and their respective affiliates) is fair, from a majority financial point of view, to such holders. The Company will make available to Parent a correct and complete copy of the aggregate voting power form of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote such opinion solely for informational purposes after receipt thereof 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 T 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 T Vote, to consummate the transactions contemplated hereby. The Company Y T 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 at which over two-thirds of the members of the Company T Board attended in person or through telephone or other electronic means in which all participants of the meeting could hear and communicate with each other (in accordance with memorandum and articles of association of Company T) and voted in favor of such resolutions (i) approved, and declared advisable advisable, this Agreement, the Merger and Merger, 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 T and its shareholders; and (iii) recommended resolved to recommend that the shareholders of Company Y T authorize and approve by way 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 transactionsMerger. No other corporate proceedings on the part of Company Y or Merger Sub T are necessary to authorize and or 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 and the Plan of Merger, the Required Company Y T Vote). This Agreement has been duly and validly executed and delivered by each of Company Y and Merger Sub T and, assuming the due authorization, execution and delivery by Company TY and Merger Sub, constitutes a valid, legal and binding agreement of each of Company Y and Merger SubT, enforceable against each of Company Y and Merger Sub T in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The Company T Board of Directors of Company Y (the “Company Y Board”) has directed that this Agreement Agreement, the Merger and the Share Issuance Plan of Merger be submitted to the shareholders of Company Y T for their authorization and approval by way of special resolution 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 T necessary to authorize and approve this Agreement Agreement, the Merger and the Share Issuance Plan of Merger and the transactions contemplated hereby, is (i) an a Special Resolution of Company T, meaning the affirmative vote by the holders of the Company Y Shares shareholders representing a majority of the aggregate voting power two-thirds or more of Company Y T Shares outstanding (present and voting together in person or by proxy as a single class), and (ii) an affirmative vote by class at 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 T Shareholders Meeting in accordance with the articles of association Section 233(6) of the Company, Cayman Companies Law authorizing and approving this Agreement, the Share Issuance Merger and the transactions contemplated hereby Plan of Merger (the “Required Company Y T Vote”). No other vote of the shareholders of Company Y T is required by Law, the memorandum and articles of association of Company Y T or otherwise in order for Company Y T to authorize and approve this Agreement, the Share Issuance Merger or the Plan of Merger or to consummate the transactions contemplated hereby.

Authority. (a) Each of Company Y Parent 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 Parent and approved Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of Parent and has at a meeting duly called Merger Sub and held (i) approved, and declared advisable no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this Agreement, Agreement or to consummate the Merger and the Plan of Merger and the other transactions contemplated hereby; , other than (i) in the case of the consummation of the Merger, the adoption of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub, and (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 the Parent Common Stock as Merger Consideration by the holders of at least a majority of the shares of Parent Common Stock represented and voting on the matter at the Parent Stockholders Meeting, as required by Section 312.03 of the New York Stock Exchange Listed Company Manual (the “Share IssuanceParent Stockholder Approval”). 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 Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company Tthe Company, 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 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 Parent (the “Company Y Parent Board”), at a meeting duly called and held at which all directors were present, duly and unanimously adopted resolutions (a) has directed that approving this Agreement and the Share Issuance consummation of the transactions contemplated hereby, including the Merger, (b) directing that the issuance of Parent Common Stock contemplated by this Agreement be submitted to the shareholders stockholders of Company Y Parent for their authorization approval, and approval at a meeting (c) recommending that the stockholders of Parent approve the issuance of Parent Common Stock contemplated by this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) The board of directors of Merger Sub, acting via written consent, duly and unanimously adopted resolutions, in each case in accordance with the DGCL, (a) approving and declaring advisable this Agreement and the consummation of the transactions contemplated hereby, including the Merger, (b) directing that this Agreement be submitted to be held Parent, the sole stockholder of Merger Sub, for adoption, and (c) recommending that purpose. Parent, the sole stockholder of Merger Sub, adopt this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (d) The Parent Stockholder Approval is the only vote of the holders of any class or series of share Parent’s capital stock or other securities required in connection with the Merger, and no vote 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 any class or series of Parent’s capital stock or other securities is required in connection with the Company Y Shares representing a majority consummation 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 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. 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 has validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than, with respect to the Merger, (i) the Company Stockholder Approval and (ii) the filing and recording of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. The Company Board, by resolutions duly adopted by unanimous vote of those voting on such matters at a meeting duly called and held (i) approvedheld, has, and declared advisable as of the date of this Agreement not subsequently rescinded or modified in any way, (x) determined that the transactions contemplated by this Agreement, including the Merger Offer and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions Merger, are advisable and fair to, and in the best interests of, the Company Y and its shareholders; stockholders, (y) 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, including the Offer and taken all corporate actions required the Merger, and (z) resolved to be taken by recommend that the Merger Sub Board and by Company Y as Company’s stockholders accept the sole shareholder of Merger Sub for Offer, tender their Shares to the consummation of Purchaser in the transactions. No other corporate proceedings on Offer and, to the part of Company Y or Merger Sub are necessary to authorize and approve extent applicable, adopt 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 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 Company Y and Merger Sub it in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity, whether considered in a proceeding in equity or at law (the “Bankruptcy and Equity ExceptionExceptions”). (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 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 Offer, without any further action on the part of the stockholders or 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”)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, the Share Issuance . (c) The Company is not a party to any stockholder rights plan or to consummate the transactions contemplated hereby“poison pill” agreement.

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. (ai) Each of The Company Y and Merger Sub has all necessary the requisite corporate power and corporate authority to execute enter into 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 perform its obligations under this Agreement, the Merger Registration Rights Agreement, the Escrow Agreement, and the Plan of Merger Warrants and to issue the Convertible Debentures, the Conversion Shares, the Warrants and the other transactions contemplated hereby; Warrant Shares pursuant to their respective terms, (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 issuance and delivery of this Agreement, the Merger Registration Rights Agreement, the Escrow Agreement, the Convertible Debentures, the Convertible Debentures and the Plan of Merger Warrants by the Company and the consummation by it of the transactions contemplated herebyhereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders is required, 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 (iii) this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share IssuanceRegistration Rights Agreement, the Required Company Y Vote). This Agreement has Escrow Agreement, the Convertible Debentures and the Warrants have been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming at the due authorization, execution and delivery by Company T, constitutes a valid, legal Closing shall constitute valid and binding agreement obligations of each of the Company Y and Merger Sub, enforceable against each of the Company Y and Merger Sub in accordance with its their terms, subject except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application. The Company has duly and validly authorized and reserved for issuance shares of Common Stock sufficient in number for the conversion of the Convertible Debentures and for the exercise of the Warrants. The Company understands and acknowledges the potentially dilutive effect to the Bankruptcy Common Stock of the issuance of the Conversion Shares. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures and Equity Exception. (b) The Board Warrant Shares upon exercise of Directors of Company Y (the “Company Y Board”) has directed that Warrants in accordance with this Agreement and the Share Issuance be submitted to the shareholders of Company Y for their authorization Convertible Debentures is absolute and approval at a meeting to be held for that purpose. The only vote unconditional regardless of the holders dilutive effect that such issuance may have on the ownership interests 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 other stockholders of the Company Y Shares representing and notwithstanding the commencement of any case under 11 U.S.C. Section 101 et seq. (the "Bankruptcy Code"). The Company shall not seek judicial relief from its obligations hereunder except pursuant to the Bankruptcy Code. In the event the Company is a majority debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. Section 362 in respect of the 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 conversion of the total outstanding Company Y Class A Shares, in each case, at a meeting Convertible Debentures and the exercise of the shareholders of Warrants. The Company Y in accordance with agrees, without cost or expense to the articles of association of the CompanyLenders, authorizing to take or consent to any 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 all action necessary to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated hereby.effectuate relief under 11 U.S.C.

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and, subject to, in to the case receipt of the Company Y, obtaining the Required Company Y VoteStockholder Approval, to perform its obligations hereunder and thereunder and consummate the transactions contemplated herebyTransactions. 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 Real Estate Purchase Agreement and the Plan of Merger and Disaffiliation Agreement by 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 by the Company of the transactions contemplated hereby, and taken all corporate actions required to be taken Transactions have been duly authorized by the Merger Sub Company 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 and the Merger or the Plan of Merger Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby (Transactions, other than, than the receipt of the Company Stockholder Approval and the filing of the Certificate of Merger with respect to the Share IssuanceDelaware Secretary of State as required by the DGCL. This Agreement, the Required Company Y Vote). This Real Estate Purchase Agreement has and the Disaffiliation Agreement 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 T, constitutes a valid, legal and binding agreement of each of Company Y the Acquirors and Merger Sub, as applicable, will constitute a valid and binding obligation of the Company, enforceable against each of the Company Y and Merger Sub in accordance with its termsterms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). As of the date hereof, the Company Board, at a meeting duly called at which all of the directors of the Company were present, has unanimously approved and declared advisable this Agreement, the Real Estate Purchase Agreement, the Disaffiliation Agreement and the Transactions and, subject to Section 6.4, has resolved to recommend that the Bankruptcy and Equity Exception. (b) The Board of Directors of Company Y (Company’s stockholders approve this Agreement, the “Company Y Board”) has directed that this Real Estate Purchase Agreement, the Disaffiliation 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 purposeTransactions. The Company Stockholder Approval is the only vote or consent 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 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 necessary to authorize and approve this Agreement, the Share Issuance or Ancillary Agreements to consummate which the transactions contemplated herebyCompany is a party, the Merger, the Real Estate Purchase and the other Transactions.

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, 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 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 (other thanhereby, with respect subject to the Share Issuanceadoption of this Agreement by the holders of at least a majority in voting power of the outstanding Shares (the “Company Stockholder Approval”), and further subject, in the Required Company Y Vote)case of the consummation of the Second Merger, to the filing of the Company’s annual franchise tax report and the payment of all franchise taxes and fees required to be paid in connection therewith. This Agreement has been duly 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 2, 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, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Bankruptcy and Equity Exceptiondiscretion of the court before which any proceeding therefor may be brought. (b) The Board of Directors of the Company Y (the “Company Y Board”), at a meeting duly called and held at which a quorum was present, upon the recommendation of the Special Committee, duly adopted resolutions (which are currently in effect as adopted) has directed (i) determining that the terms of this Agreement, the Merger, the Second Merger and the other transactions contemplated hereby are fair to and in the best interests of the Stockholders, (ii) approving and declaring advisable this Agreement and the Share Issuance transactions contemplated hereby, including the Merger, the Second Merger and the Support Agreements, (iii) directing that this Agreement be submitted to the shareholders Stockholders for adoption thereby, and (iv) recommending that the Stockholders vote in favor of the adoption of this Agreement (the “Company Y for their authorization and approval at a meeting to be held for that purposeBoard Recommendation”). The Company is providing to Parent concurrently herewith true and complete copies of the resolutions of the Company Board described herein. (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 for the consummation of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative Merger. 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 for 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 real estate investment trust power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, subject to, in to receipt of the case of Company Y, obtaining the Required Company Y VoteShareholder Approval, to consummate the transactions contemplated herebyby this Agreement to which the Company is a party, including the Merger. The Company Y Board has duly and validly authorized the execution, delivery and performance by the Company 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, hereby have been duly and taken validly authorized by 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 necessary real estate investment trust action on behalf of the transactionsCompany, subject, with respect to the Merger, to receipt of the Company Shareholder Approval. No other corporate proceedings real estate investment trust action on the part of the Company Y or Merger Sub are is necessary to authorize and approve this Agreement, the Merger Agreement or the Plan of Merger or to consummate the transactions contemplated hereby (other thanby this Agreement subject, with respect to the Share IssuanceMerger, to the Required Company Y Vote)filing of the Articles of Merger with the SDAT and the Certificate of Merger with the DSOS. This Agreement has been duly and validly authorized, executed and delivered by each of the Company Y and Merger Sub and, assuming the due authorization, execution and delivery hereof by Company Teach of the Park Parties, constitutes a valid, legal valid and legally 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 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 Company Board, at a duly held meeting, has, by unanimous vote, (i) declared advisable and approved this Agreement and the Merger, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the MRL and DLLCA, (ii) authorized the Company to execute, deliver and perform this Agreement, (iii) directed that the Merger be submitted for consideration at the Company Shareholder Meeting, and (iv) resolved to recommend that the shareholders of Directors the Company vote in favor of Company Y the approval of the Merger (the “Company Y BoardRecommendation”) has directed and to include the Company Recommendation in the Proxy Statement, except that this Agreement and the Share Issuance be submitted clause (iv) is subject 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 classSection 7.3(b)(iv), and (ii) an affirmative vote by the holders of a majority of the total outstanding Company Y Class A Sharessuch resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn 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 herebyany way.

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 herebyTransactions. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement and approved by 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 by the Company of the transactions contemplated hereby, and taken Transactions have been duly authorized by all necessary corporate actions required to be taken by action on the Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation part of the transactions. No Company and 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 (other thanTransactions, with respect subject, in the case of the consummation of the Mergers, to the Share Issuance, adoption of this Agreement by the Required affirmative vote of the holders of a majority of the outstanding shares of Company Y Vote)Common Stock entitled to vote thereon (the “Company Stockholder Approval”) and the filing of the Certificates of Merger with the Delaware Secretary of State. 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 Tthe Parent Parties, 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 of the Company Y were present, duly and unanimously adopted resolutions (the “Company Y Board”i) has directed determining that this Agreement and the Share Issuance Transactions (including the Mergers) are fair to, and in the best interests of, the Company and the Company Stockholders, (ii) approving and declaring advisable this Agreement and the Transactions, including the Mergers, (iii) directing that the adoption of this Agreement be submitted to a vote of the shareholders Company Stockholders at the Company Stockholders Meeting and (iv) resolving to recommend that the Company Stockholders vote in favor of the adoption of this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2. (c) The Company Y for their authorization and approval at a meeting to be held for that purpose. The Stockholder Approval is the only vote of the holders of any class or series of share the Company’s capital of Company Y necessary to authorize and approve this Agreement and stock or other securities required in connection with the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders consummation of the Company Y Shares representing a majority of the aggregate voting power of Company Y Shares outstanding (voting together as a single class)Transactions, 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 holders of Company Y any class or series of the Company’s capital stock or other securities is required by Law, in connection with the memorandum and articles consummation 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 herebyTransactions.

Authority. (a) Each of the Company Y and Merger Sub the Company Operating Partnership has all necessary the requisite corporate 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 and the Company Operating Partnership and the consummation by the Company and the Company Operating Partnership of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate and partnership action, as applicable, and the Company has approved this Agreement and the Partnership Merger as the sole general partner of the Company Operating Partnership, and the limited partners of the Company Operating Partnership have approved this Agreement, the Merger, the Partnership Merger, and the transactions contemplated by this Agreement (including the amendment and restatement of the Company Operating Partnership Agreement in the form of the Surviving Partnership Agreement) by the consent of the limited partners holding more than a majority of the percentage interest of all limited partners, and no other corporate or partnership proceedings on the part of the Company or the Company Operating Partnership are necessary to authorize this Agreement or the Mergers or to consummate the transactions contemplated hereby, subject 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 due filing of the Certificate of Merger and the Partnership 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 of all of the Company Board has members voting, (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 Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; , (ii) determined directed that such the Merger and, to the extent stockholder approval is required, 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 of Company Y approve stockholders of the issuance Company vote in favor of Company Y Class A Shares constituting the approval of the Merger Consideration (and, to 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 Agreementextent stockholder approval is required, 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). Section 6.5. (b) This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub the Company Operating Partnership and, assuming the due authorization, execution and delivery by Company Teach of Parent, Merger Sub and OP Merger Sub, constitutes a valid, legal legally valid and binding agreement obligation of each of the Company Y and Merger Subthe Company Operating Partnership, enforceable against each of the Company Y and Merger Sub the Company Operating Partnership 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 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. (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 than, with respect to the Share IssuanceMerger, 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 the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL). Subject to applicable requirements of the Exchange Act, the Required Company Y Requisite Vote may be obtained, without a meeting of the stockholders of the Company and without prior notice, by written consent signed by the holders of Company Common Stock representing the Company Requisite Vote). 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. The Company Board (the “Required Company Y Vote”). No other vote of the shareholders of Company Y is required by Law, the memorandum 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 (A) that the Company’s stockholders accept the Offer, tender their Shares to Purchaser pursuant to the Offer and (B) adoption of the Table of Contents “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. (a) Each of the Company Y and Merger Sub the Company Operating Partnership has all necessary the requisite corporate 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 by this Agreement. The execution and delivery of this Agreement by each of the Company and the Company Operating Partnership and the consummation by the Company and the Company Operating Partnership of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate and limited partnership action, and no other corporate or limited partnership proceedings on the part of the Company or the Company Operating Partnership, 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 due filing of the Certificate of Merger with the Delaware Secretary, and (ii) with respect to the Partnership Merger, the due filing of the Partnership Certificate of Merger with the Delaware Secretary. The Company Y Board, at a duly held meeting, has, by unanimous vote of all of the Company Board has members voting, (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, to the extent stockholder approval is required, 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 of Company Y approve stockholders of the issuance Company vote in favor of Company Y Class A Shares constituting the approval of the Merger Consideration (and, to 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 Agreementextent stockholder approval is required, 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 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 the Company Operating Partnership and, assuming the due authorization, execution and delivery by Company Teach of Parent, Merger Sub and the Parent Operating Partnership, constitutes a valid, legal legally valid and binding agreement obligation of each of the Company Y and Merger Subthe Company Operating Partnership, enforceable against each of the Company Y and Merger Sub the Company Operating Partnership 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 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, to the adoption and approval of this Agreement by the holders of at least a majority in combined voting power of the case of outstanding Shares (the “Company Y, obtaining the Required Company Y VoteStockholder 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 the Company and approved the consummation by the Company 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 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 (other thanhereby, with respect subject, in the case of the consummation of the Merger, to obtaining 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 Parent 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 extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). On or prior to the date hereof, at a meeting duly called and Equity Exception. held, the Company Board, acting on the unanimous recommendation of the independent committee of the Company Board, has unanimously (bi) The Board of Directors of Company Y (the “Company Y Board”) has directed resolved that this Agreement and the Share Issuance transactions contemplated hereby be approved in accordance with the NRS, (ii) resolved that this Agreement and the Merger be submitted to the shareholders stockholders of the Company Y for their authorization adoption and approval at a meeting approval, (iii) resolved to recommend that the Company’s stockholders adopt and approve this Agreement and the transactions contemplated hereby, and (iv) to the extent necessary, adopted resolutions having the effect of causing the Company not to be held for subject to any Takeover Law that purposemight otherwise apply to this Agreement, the Merger or any other transactions contemplated by this Agreement, in each case which resolutions, except after the date hereof to the extent expressly permitted by Section 5.4(d) or Section 5.4(e), have not been rescinded, modified or withdrawn in any way. The Assuming the accuracy of the representations and warranties of Parent and Merger Sub contained in Section 4.9, the Company Stockholder Approval is the only vote or consent of the holders of any class or series of share capital stock of the Company Y necessary to authorize and approve this Agreement and or the Share Issuance and Merger or the other transactions contemplated hereby. There are no bonds, is (i) an affirmative vote by the holders debentures, notes or other Indebtedness of the Company Y Shares representing a majority having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders 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 herebymay vote.

Authority. (a) Each of Company Y and Merger Sub VanceInfo 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 Y, to obtaining the Required Company Y VanceInfo Vote, to consummate the transactions contemplated herebyhereby and thereby. The Company Y VanceInfo Board has duly and validly authorized the execution, delivery and performance of this Agreement and the other Transaction Agreements to which it 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 VanceInfo of this Agreement, the Merger and Merger, the Plan of Merger Merger, the other Transaction Agreements to which VanceInfo 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 VanceInfo and its shareholders; and (iii) recommended resolved, as of the date hereof, to recommend that the shareholders of Company Y VanceInfo authorize and approve by way 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 VanceInfo are necessary to authorize and or approve this Agreement, the Merger, the Plan or Merger or the Plan of Merger other Transaction Agreements to which VanceInfo is a party or to consummate the transactions contemplated hereby and thereby (other than, with respect to this Agreement, the Share IssuanceMerger and the Plan of Merger, the Required Company Y VanceInfo Vote). This Agreement has and the other Transaction Agreements to which it is a party have been duly and validly executed and delivered by each of Company Y and Merger Sub VanceInfo 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 and Merger SubVanceInfo, enforceable against each of Company Y and Merger Sub VanceInfo in accordance with its their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The VanceInfo Board of Directors of Company Y (has approved this Agreement, the “Company Y Board”) has directed that this Agreement Merger and the Share Issuance be Plan of Merger being submitted to the shareholders of Company Y VanceInfo for their authorization and approval by way of special resolution 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 VanceInfo necessary to authorize and approve this Agreement Agreement, the Merger and the Share Issuance Plan of Merger and the transactions contemplated hereby, is (i) an a special resolution of VanceInfo, which requires the affirmative vote by the holders of shareholders representing not less than two-thirds of the Company Y VanceInfo Shares representing a majority of present and voting in person or by proxy at 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 VanceInfo Shareholders Meeting in accordance with the articles of association Section 233(6) of the Company, Cayman Companies Law authorizing and approving this Agreement, the Share Issuance Merger and the transactions contemplated hereby Plan of Merger (the “Required Company Y VanceInfo Vote”). No other vote of the shareholders of Company Y VanceInfo is required by Law, the memorandum and articles of association of Company Y VanceInfo or otherwise in order for Company Y VanceInfo to authorize and approve this Agreement, the Share Issuance Merger or the Plan of Merger or to consummate the transactions contemplated hereby.

Authority. (a) Each of the Company Y and Merger Sub Parties has all necessary corporate the requisite corporate, limited liability or other similar 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, 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 and validly authorized Subject to the execution, delivery and performance of this Agreement and approved the consummation receipt of the transactions contemplated hereby, Company Preferred Shareholder Approval and has at a meeting duly called and held (i) approved, and declared advisable this Agreementthe Company Shareholder Approval, 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 the Plan of Merger Ancillary Documents to which any Company Party is or will be a party and the consummation of the transactions contemplated herebyhereby and thereby have been (or, and taken in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by 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 necessary corporate, limited liability company (or other corporate proceedings similar) action on the part of the applicable Company Y or Merger Sub Party. The Company Preferred Shareholder Approval and Company Shareholder Approval are the only approvals of holders of Company Equity Securities necessary to authorize approve the Transactions. The affirmative vote of the Supporting Company Shareholders will constitute the Requisite Majority and approve this Agreement, be sufficient to obtain 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)Preferred Shareholder Approval and Company Shareholder Approval. This Agreement and each Ancillary Document to which either Company Party is or will be a party has been or will be, upon execution thereof, as applicable, duly and validly executed and delivered by each of the applicable Company Y Party, and Merger Sub andconstitutes or will constitute, assuming the due authorization, upon execution and delivery by Company Tthereof, constitutes as applicable, a valid, legal and binding agreement of each of the applicable Company Y Party (assuming that this Agreement and Merger Subthe Ancillary Documents to which either Company Party is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party thereto), enforceable against each of the applicable Company Y and Merger Sub Party in accordance with its terms, terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting generally the Bankruptcy enforcement of creditors’ rights and Equity Exceptionsubject to general principles of equity). (b) The Company Board of Directors of Company Y has unanimously: (the “Company Y Board”i) has directed determined that this Agreement and the Share Issuance be submitted to Transactions are advisable and in 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 best interests of the Company Y Shares representing a majority of and the aggregate voting power of Company Y Shares outstanding Shareholders, (voting together as a single class)ii) approved the Transactions, and (iiiii) an affirmative vote by resolved to recommend to the holders of a majority Company Shareholders each of the total outstanding matters set forth in the Company Y Class A Shares, in each case, at a meeting of the shareholders of Shareholder Proposals and 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 herebyPreferred Shareholder Proposals.

Authority. (a) Each The Board of Directors of the Company Y has duly adopted resolutions approving this Agreement, the Parent Stockholder Voting Agreement and the transactions contemplated hereby and thereby, including the Merger, determining that the terms of the Merger Sub are advisable, fair to, and in the best interests of the Company and the Company's stockholders, and recommending that the Company's stockholders approve and adopt this Agreement. The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Parent Stockholder Voting Agreement and, subject to, in to the case approval and adoption of this Agreement by the holders of a majority of the voting power of the outstanding Company Y, obtaining Common Shares (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 Parent Stockholder Voting Agreement and 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 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 Agreement or the Plan of Merger Parent Stockholder Voting Agreement or to consummate the transactions so contemplated hereby (other than, with respect to than the Share Issuance, the Required Company Y VoteStockholder Approval). This Agreement has and the Parent Stockholder Voting Agreement have been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming this Agreement and the due authorization, execution and delivery by Company T, constitutes a valid, legal Parent Stockholder Voting Agreement constitute valid and binding agreement obligations of each the other parties hereto and thereto, constitute valid and binding obligations of the Company Y and Merger Sub, enforceable against each of the Company Y and Merger Sub in accordance with its their respective terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Bankruptcy enforcement of creditors' rights generally and Equity Exceptionby the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (b) The Board of Directors of Company Y (has taken all appropriate actions so as to render 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 restrictions on business combinations contained in Section 203 of the holders of any class or series of share capital of Company Y necessary DGCL inapplicable 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 Company Stockholder Voting Agreement and the transactions contemplated hereby (and thereby, including the “Required Company Y Vote”)Merger, without any further action on the part of the stockholders or the Board of Directors of the Company. No other vote of state takeover statute or regulation is applicable to 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, subject, in the case of consummation of the Merger, to obtaining Company Stockholder 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 hereby have been duly authorized by all necessary corporate action on the part of the Company, and no further action is required on the part of the Company to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby, subject only to obtaining the Company Stockholder Approval and has at a meeting duly called the filing of the Certificate of Merger pursuant to Delaware Law. The vote of the Company’s stockholders that is required by the Charter Documents, by applicable Legal Requirements and held (i) approvedby any applicable Contracts between the Company and any of its stockholders, and declared advisable to approve this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; hereby by the Company stockholders 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 Stockholder Approval”). By resolution adopted by unanimous vote at a meeting of all members of the Company’s Board of Directors duly called and held and not subsequently rescinded or modified in any way, the Board of Directors of the Company 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; stockholders, and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) recommended that the shareholders of Company Y approve stockholders 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”), approve and Company Y as the sole shareholder of Merger Sub, have at meetings duly called adopt 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, approve the Merger and the Plan of Merger and the consummation of the 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 stockholders at the Required Company Y Vote)Stockholders’ 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 except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to the Bankruptcy creditors’ rights generally, and Equity Exception. (b) The Board is subject to general principles 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 herebyequity.

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. (ai) 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, to perform its obligations hereunder and, subject to, assuming the accuracy of Parent’s and Merger Sub’s representation and warranty set forth in the case of Company Y, obtaining the Required Company Y VoteSection 3.02(m), to consummate the transactions contemplated herebyhereby and pursuant to the Voting Agreement, including the Merger, subject to any regulatory approvals referenced in Section 3.01(d)(ii). The execution, delivery and performance of this Agreement and the Voting Agreement by the Company Y Board has or its stockholders (including under the Stockholders Agreement) and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized adopted and unanimously approved by the Company Board and no other corporate proceedings on the part of the Company are necessary to authorize 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 other than obtaining 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)Stockholder Approval. This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming this Agreement constitutes the due authorizationlegal, execution and delivery by Company T, constitutes a valid, legal valid and binding agreement obligation 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, except as such enforcement may be subject to the Bankruptcy applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, and Equity Exceptiongeneral equitable principles. (bii) The Board of Directors of Company Y Board, at a meeting duly called and held, duly and unanimously adopted resolutions (the “Company Y Board”A) has directed that adopting, approving and declaring advisable 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 other transactions contemplated hereby, is including the Merger, (iB) an affirmative vote by determining that the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, and (C) recommending 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 each case, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing and approving Common Stock adopt this Agreement, the Share Issuance and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote which resolutions, as of the shareholders date 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 have not been subsequently withdrawn or modified in any manner adverse to consummate the transactions contemplated herebyParent.

Authority. (a) Each of Company Y Parent, Merger Sub and Merger Sub LLC has all necessary corporate requisite organizational 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 receipt of the Parent Shareholder Approval and any regulatory approvals referenced in Section 4.5. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement by each of Parent, Merger Sub and approved Merger LLC, and the consummation by Parent, Merger Sub and Merger LLC 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 executionall requisite corporate or limited liability company action, performance and delivery of this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated herebyas applicable, 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 or limited liability company proceedings on the part of Company Y Parent, Merger Sub or Merger Sub LLC and no shareholder or member votes are necessary to authorize the execution and approve delivery of this Agreement, the Merger or the Plan of Merger Agreement or to consummate the transactions contemplated hereby (hereby, other than, with respect to the Share IssuanceMerger, the Required Company Y Vote)Parent Shareholder Approval. This Agreement has been duly authorized and validly executed and delivered by each of Company Y Parent, Merger Sub and Merger Sub andLLC, and assuming the due authorization, execution and delivery by Company Tthe Company, constitutes a valid, legal legally valid and binding agreement obligation of each of Company Y Parent, Merger Sub and Merger SubLLC, enforceable against each of Company Y Parent, Merger Sub and Merger Sub LLC 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 except 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)such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) an affirmative vote by the holders remedy of a majority specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion 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 herebycourt before which any proceeding therefore may be brought.

Authority. Each Company Stockholder or Company Award Holder, as applicable, by its (ai) Each acceptance of Company Y any portion of the Per Share Merger Consideration, and/or (ii) approval of this Agreement and Merger Sub has the Mergers by voting in favor of, or consenting to, the transactions contemplated hereby, shall be bound by this Section 8.17 and irrevocably appoints the Stockholder Representative as its representative, agent, proxy and attorney-in-fact for all necessary corporate purposes of this Agreement and the Escrow Agreement, including the full power and authority on such Company Stockholder’s or Company Award Holder’s behalf to execute and deliver this Agreement and, subject to, in the case of Company Y, obtaining the Required Company Y Vote, to (A) consummate the transactions contemplated hereby. The , (B) make any determinations and settle any matters in connection with the adjustment of the Cash Consideration contemplated by Article II, (C) cause the Escrow Agent to distribute any funds payable by Parent hereunder which are for the account of the Company Y Board has duly and validly authorized Stockholders or Company Award Holders (if any), (D) deduct and/or hold back any funds which may be payable to any Company Stockholder or Company Award Holder, as applicable, pursuant to the execution, delivery and performance terms of this Agreement and approved in order to pay, or establish a reserve for, any amount which may be payable by such Company Stockholder or Company Award Holder, as applicable, hereunder, (E) instruct the consummation of Escrow Agent to release any amounts from the transactions contemplated herebyEscrow Fund as permitted by this Agreement or the Escrow Agreement, and has at a meeting duly called and held (iF) approved, and declared advisable give or receive notice under this Agreement, to execute and deliver on behalf of a Company Stockholder or Company Award Holder any amendment to the Merger and terms hereof or grant any waiver, consent or approval by 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 Stockholders or 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 Award Holders under this Agreement, the Merger and the Plan of Merger and the consummation of the transactions contemplated hereby, and taken (G) take all corporate other actions required to be taken by or on behalf of any Company Stockholder or Company Award Holder in connection herewith, (H) retain funds for reasonably anticipated expenses and liabilities, (I) approve amendments to this Agreement or Escrow Agreement and (J) do each and every act and exercise any and all rights which the Merger Sub Board Company Stockholders 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 Award Holders collectively are permitted or Merger Sub are necessary required to authorize and approve this Agreement, the Merger do or the Plan of Merger or to consummate the transactions contemplated hereby (other than, exercise in connection 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 purposeEscrow Agreement. The only vote Stockholder Representative shall act for the Company Stockholders and Company Award Holders on all of the holders of any class or series of share capital of Company Y necessary to authorize and approve matters set forth in this Agreement and the Share Issuance and Escrow Agreement in the transactions contemplated hereby, is (i) an affirmative vote by manner the holders Stockholder Representative believes to be in the best interest of the Company Y Shares representing a majority of the aggregate voting power of Stockholders and Company Y Shares outstanding (voting together as a single class), Award Holders. All decisions and (ii) an affirmative vote actions 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 Stockholder Representative made in accordance with the articles of association authority granted to it hereunder shall be binding upon all of the CompanyCompany Stockholders and Company Award Holder, authorizing and approving this Agreementno Company Stockholder or Company Award Holder shall have the right to object, dissent, protest or otherwise contest the same. For the avoidance of doubt, Parent, Merger Sub and Merger Sub 2 shall be entitled to rely upon all actions taken or omitted to be taken by, and all decisions, consents and instruction of, the Share Issuance Stockholder Representative in connection with this Agreement and the transactions contemplated hereby (the “Required Company Y Vote”). No other vote Escrow Agreement as being actions, decisions, consents and instructions of the shareholders Company Stockholders and Company Award Holders, and each of Company Y is required Parent, Merger Sub, Merger Sub 2 and any Parent Related Party are hereby relieved from any liability to any Person for acts done by Lawthem in accordance with any such actions, the memorandum decisions, consents 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 herebyinstructions.

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 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 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 AgreementOffer, the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable . The execution and fair to, delivery of this Agreement by the Company and in the best interests of, consummation by 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”), and Company Y as the sole shareholder of Merger Sub, transactions contemplated hereby have at meetings duly called and held, been duly and validly authorized and approved by board resolution (in all necessary corporate action, and, assuming the case conditions 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 Section 3-106.1 of the transactions contemplated herebyMGCL have been satisfied, 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 Agreement or the Plan of Offer or the Merger or to consummate the transactions contemplated hereby (other thansubject, with respect to the Share IssuanceMerger, to the Required Company Y Votefiling of the Articles of Merger with and acceptance for record of the Articles of Merger by the Maryland Department). This Agreement has been duly and validly authorized, executed and delivered by each of the Company Y and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement by Company Tthe other Parties, this Agreement constitutes a validthe legal, legal valid and binding agreement obligation of each of Company Y and Merger Subthe Company, enforceable against each of Company Y and Merger Sub it in accordance with its terms, subject except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting or relating to creditors’ rights generally and general equitable principles (the “Bankruptcy and Equity ExceptionExceptions”). (b) The At a meeting duly called and held, the Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, has, by unanimous vote of all of the directors, (i) determined that this Agreement, the Offer, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company Y and the Company’s stockholders, (ii) approved and declared advisable this Agreement, the Offer, the Merger and the other transactions contemplated hereby and (iii) subject to Section 5.02, resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub in the Offer (the “Company Y BoardRecommendation”) has directed that this Agreement and include such Company Recommendation in 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 Schedule 14D-9, which resolutions have not as of the holders of date hereof been subsequently rescinded, modified or withdrawn in 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 herebyway.

Authority. (a) Each The Board of Directors of the Company Y has approved and Merger Sub adopted this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and adopted resolutions unanimously determining that, subject to the terms and provisions of this Agreement, the Offer, the Merger, this Agreement and the Asset Purchase Agreement, and the transactions contemplated thereby, are advisable, approving such transactions and recommending that the Company's shareholders accept the Offer and, if required by applicable law, approve this Agreement and the Merger; and the Company has all necessary requisite corporate power and authority to execute enter into this Agreement and deliver this the Asset Purchase Agreement and, subject to, in to approval by the case shareholders of the Company Y, obtaining of this Agreement and the Required Company Y VoteMerger (if required), 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 the Asset Purchase 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, 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 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 Company Y or Merger Sub are necessary the Company, subject to authorize and approve this Agreement, approval by the shareholders of 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 Voteif required). This Agreement has and the Asset Purchase 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 of the Asset Purchase Agreement by the Private Buyer) constitute the valid and binding agreement obligations of each of the Company Y and Merger Sub, enforceable against each of the Company Y and Merger Sub in accordance with its their respective 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 shareholder action required in order to effect the Merger is 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 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 Merger by the holders of a majority of the total shares of the Company Capital Stock outstanding Company Y Class A Sharesas of the record date for the Shareholders Meeting (as defined in Section 7.1), all holders of each of the Common Stock and the ESOP Preferred Stock voting separately as a class to the extent any ESOP Preferred Stock is outstanding as of such record date; provided, however, that if Sub purchases an amount of Shares pursuant to the Offer sufficient to permit the Merger to be effected in each caseaccordance with Section 450.1711 of the MBCA (which would include all of the outstanding shares of ESOP Preferred Stock, at a meeting of unless the same were converted into Common Stock pursuant to the terms thereof or redeemed), no shareholder approval will be required. No action by the shareholders of the Company Y in accordance with is required under the articles of association of MBCA or the Company, authorizing and approving this Agreement, the Share Issuance and 's Articles of Incorporation or By-laws in order to effect the transactions contemplated hereby (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 Asset Purchase 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 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 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 other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the 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 the adoption of this Agreement by the Merger Sub Board and by Company Y as the sole shareholder holders of Merger Sub for the consummation at least a majority of the transactions. No other corporate proceedings on outstanding Shares (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 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 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, 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) (collectively, the “Enforceability Limitations”). (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 (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Merger, 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 consummation of Company Y necessary to authorize and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative Merger. 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 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 Company Operating Partnership has all necessary the requisite corporate or partnership power and authority authority, respectively, to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject toto receipt of the Company Stockholder Approval, in to consummate the case Mergers and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of the Company Yand Company Operating Partnership and the consummation by the Company and Company Operating Partnership of the Mergers and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate or partnership action, obtaining and no other corporate or partnership proceedings on the Required part of the Company Y Vote, or Company Operating Partnership are necessary to authorize this Agreement or the Mergers or to consummate the transactions contemplated hereby, subject, (x) with respect to the REIT Merger, to receipt of the Company Stockholder Approval and the filing and acceptance for record of the REIT Merger Articles of Merger with the Maryland SDAT and (y) with respect to the Partnership Merger, to the filing and acceptance for record of the Partnership Merger Certificate of Merger with the Delaware Secretary. The Company Y Board has at a duly held meeting, upon the recommendation of the Company Special Committee, has, (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 Merger Mergers 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 Operating Partnership and its limited partners, (iii) recommended directed that the shareholders of REIT Merger 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 approval of the REIT Merger Consideration (the “Share IssuanceCompany Recommendation”)) and to include such recommendation in the Joint Proxy Statement, subject to Section 6.5. The Board of Directors of Merger Sub (the “Merger Sub Board”)Company General Partner, and Company Y in its capacity as the sole shareholder general partner of Merger Subthe Company Operating Partnership and in accordance with the Company Partnership Agreement, have at meetings duly called and held, duly and validly authorized and has 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 Partnership Merger and the Plan of Merger and the consummation of the other applicable 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). b) This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub Company Operating Partnership and, assuming the due authorization, execution and delivery by Company Teach of Parent, Parent Operating Partnership, REIT Merger Sub and Partnership Merger Sub, constitutes a valid, legal legally valid and binding agreement obligation of each of the Company Y and Merger SubCompany Operating Partnership, enforceable against each of the Company Y and Merger Sub Company Operating Partnership 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). (bc) The Company Special Committee, at a meeting duly called and held, has recommended that the Company Board of Directors of Company Y (the “Company Y Board”) has directed that approve and adopt 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 determined 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 Mergers, are advisable and are fair and in the best interests of the Company Y Shares representing a majority of and 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 stockholders of the Company, authorizing and approving this Agreement, the Share Issuance and the transactions contemplated hereby . (the “Required Company Y Vote”). No other vote d) As of the shareholders of date hereof, neither the Company Y is required by LawBoard, nor the memorandum Company Special Committee has subsequently rescinded or modified, in any way, its determinations 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 herebyapprovals discussed above.

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 the requisite corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject toto receipt of the Company Stockholder Approval, to consummate the Mergers and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Mergers or to consummate the transactions contemplated hereby, subject, with respect to the Mergers, to receipt of the Company Stockholder Approval and the filing of the Articles of Merger with the SDAT and the Partnership Merger Certificate with the DSOS. The Company Board, at a duly held meeting, has, by unanimous vote of the entire Company Board, (i) duly and validly authorized the execution and delivery of this Agreement and declared advisable the consummation of the Company Merger and the other transactions contemplated hereby (excluding the Excluded Asset Transactions, which were approved by a duly authorized special committee of the Company Board), (ii) directed that the Company Merger and the other transactions contemplated hereby be submitted for consideration at the Company Stockholders Meeting, and (iii) resolved to recommend that the stockholders of the Company vote in favor of the approval of the Company Merger and the other transactions contemplated hereby (the “Company Recommendation”) and to include such recommendation in the case Proxy Statement, subject to Section 6.5. (b) Merger Partnership has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of Company Ythe Partnership Approval (which has already been obtained), obtaining to consummate the Required Company Y VotePartnership Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by Merger Partnership and, subject to receipt of the Partnership Approval (which has already been obtained), the consummation by Merger Partnership of the transactions contemplated hereby have been duly and validly authorized, and no other proceedings on the part of Merger Partnership are necessary to authorize this Agreement or the Partnership Merger or to consummate the transactions contemplated hereby. The Company Y Board has duly and validly authorized “Partnership Approval” means the execution, delivery and performance of this Agreement and approved the consummation consent 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 general partner 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 ExceptionPartnership. (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 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, 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 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 hereby, except for the Requisite Stockholder Approval (other than, with respect to the Share Issuance, the Required Company Y Voteas defined below). 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 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 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 special meeting or by written consent 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 and the transactions contemplated hereby, including the Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) The adoption of this Agreement by stockholders holding at least a majority of the outstanding shares of the Company’s voting common stock is the only vote or consent of the holders of any class or series of share the Company’s capital stock or other securities required by applicable Law in connection with the consummation of Company Y necessary to authorize and approve this Agreement and the Share Issuance and Merger (the transactions contemplated hereby“Requisite Stockholder Approval”). Other than the Requisite Stockholder Approval, is (i) an affirmative no vote by or consent 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 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 of The Company Y and Merger Sub has all necessary the requisite corporate 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 if required by applicable Law, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Offer or the Merger or to consummate the other transactions contemplated hereby, subject, with respect to the Merger, to receipt of the Company Stockholder Approval if required by applicable Law, the filing of the Articles of Merger with and acceptance for record of the Articles of Merger by the SDAT and the due filing of the Certificate of Merger with the Delaware Secretary. The Company Y Board has 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 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 Offer and the Plan of Merger and the other transactions contemplated hereby; , (ii) determined if required by applicable Law, 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 accept the Offer, tender their shares of Company Common Stock pursuant to the Offer and, if required by applicable Law, vote in favor of the 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 Schedule 14D-9 and the Proxy Statement, with respect if any, subject to the Share Issuance, the Required Company Y Vote). Section 7.5. (b) 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 a legally 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 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 Seller, the Company Y and Merger Sub the Rolling Mill Affiliates has all necessary requisite corporate or limited liability company power and authority to execute execute, deliver and deliver perform its obligations under this Agreement andand the Ancillary Agreements to which it is a party, subject toas applicable, in the case of Company Y, obtaining the Required Company Y Vote, and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Seller, the Company Y Board has and the Rolling Mill Affiliates of this Agreement and the Ancillary Agreements to which it is a party, as applicable, and the consummation by Seller, the Company and the Rolling Mill Affiliates of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or limited liability company action on the part of Seller, the Company and the Rolling Mill Affiliates, as applicable, and no other proceedings on the part of Seller, the Company and the Rolling Mill Affiliates are necessary to authorize the execution, delivery and performance by Seller, the Company and the Rolling Mill Affiliates of this Agreement and approved the consummation of the transactions contemplated herebyAncillary Agreements to which it is a party, and has at a meeting duly called and held (i) approvedas applicable, 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)or thereby. This Agreement has been duly and validly executed and delivered by each of Company Y and Merger Sub Seller and, assuming the due authorization, execution and delivery by Buyer, constitutes, and each Ancillary Agreement, when executed and delivered by Seller, the Company Tand the Rolling Mill Affiliates (assuming due authorization, constitutes execution and delivery by the other parties thereto) shall constitute, a valid, legal valid and binding agreement obligation of each of Seller, the Company Y and Merger Subsuch Rolling Mill Affiliate, as applicable, enforceable against each of Company Y and Merger Sub such party in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to the Bankruptcy and Equity Exception. general principles of equity (bregardless of whether enforcement is sought in equity or at law) 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 VoteGeneral Enforceability Exceptions”). 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 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 First Merger and the other transactions contemplated hereby; (ii) determined that such transactions are advisable , including amending the Company’s certificate of incorporation and fair tobylaws as set forth in Section 1.5, 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 herebyFirst Merger, and taken all corporate actions required to be taken the adoption of this Agreement by the Merger Sub Board and by Company Y as the sole shareholder holders of Merger Sub for the consummation at least a majority of the transactions. No other corporate proceedings on outstanding Shares (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 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 Tthe Parent and the Merger Subs, 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 this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company Y and its stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Mergers, (iii) directing that this Agreement be submitted to the stockholders of the Company for adoption and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Mergers (the “Company Y BoardBoard Recommendation”), which resolutions have not been as of the date hereof subsequently rescinded, modified or withdrawn in any way. (c) has directed that this Agreement and The Company Stockholder Approval 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 or series of share the Company’s capital of Company Y necessary to authorize and approve this Agreement and stock or other securities required in connection with the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders consummation of the Company Y Shares representing a majority of First Merger or 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. (ai) Each of The Company Y and Merger Sub has all necessary the requisite corporate power and corporate authority to execute enter into 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 perform its obligations under this Agreement, the Merger Registration Rights Agreement and the Plan of Merger Escrow Agreement and to issue the Convertible Debenture, the Warrants and the other transactions contemplated hereby; Investor Shares pursuant to their respective terms, (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 issuance and delivery of this Agreement, the Merger Registration Rights Agreement, the Escrow Agreement, the Convertible Debenture and the Plan of Merger Warrants by the Company and the consummation by it of the transactions contemplated herebyhereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders is required, 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 (iii) this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby (other than, with respect to the Share IssuanceRegistration Rights Agreement, the Required Company Y Vote). This Agreement has Escrow Agreement, the Convertible Debenture and the Warrants have been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming at the due authorization, execution and delivery by Company T, constitutes a valid, legal Closing shall constitute valid and binding agreement obligations of each of the Company Y and Merger Sub, enforceable against each of the Company Y and Merger Sub in accordance with its their terms, subject except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application. The Company has duly and validly authorized and reserved for issuance shares of Common Stock sufficient in number for the conversion of the Convertible Debenture (assuming a Market Price of $1.00) and the exercise of the Warrants. The Company understands and acknowledges the potentially dilutive effect to the Bankruptcy and Equity Exception. (b) The Board Common Stock of Directors the issuance 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 purposeInvestor Shares. The only vote Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the holders of any class or series of share capital of Company Y necessary to authorize Convertible Debenture and approve this Agreement and the Share Issuance and the transactions contemplated hereby, is (i) an affirmative vote by the holders Warrant Shares upon exercise 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 Warrants in accordance with the articles of association of the Company, authorizing and approving this Agreement, the Share Issuance Convertible Debenture and the transactions contemplated hereby Warrants, respectively, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company and notwithstanding the commencement of any case under 11 U.S.C. section 101 et seq. (the “Required Company Y Vote”"Bankruptcy Code"). No other vote The Company shall not seek judicial relief from its obligations hereunder except pursuant to the Bankruptcy Code. In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. section 362 in respect of the shareholders conversion of the Convertible Debenture and/or exercise of the Warrants. The Company Y is required by Lawagrees, without cost or expense to the memorandum Investor, to take or consent to any and articles of association of Company Y or otherwise in order for Company Y all action necessary to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebyeffectuate relief under 11 U.S.C. section 362.

Authority. (a) Each of Section 3.4.1 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 adoption of Company Y, obtaining this Agreement by the Required Company Y VoteStockholders, 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 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 or to consummate the transactions contemplated hereby (other thansubject, with respect to the Share IssuanceMerger, to the adoption of this Agreement by the Required Company Y Vote)Stockholders. 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 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 except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the Bankruptcy or affecting creditors generally and Equity Exceptionby general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Section 3.4.2 The Company Board, at a meeting duly called and held, has adopted resolutions (bi) The Board of Directors of Company Y (the “Company Y Board”) has directed declaring that this Agreement and the Share Issuance be submitted to Merger are advisable and in the shareholders of Company Y for their authorization and approval at a meeting to be held for that purpose. The only vote best interests of the holders of any class or series of share capital of Company Y necessary to authorize Company’s stockholders, (ii) approving and approve adopting this Agreement and the Share Issuance and Merger, (iii) directing that the transactions contemplated hereby, is (i) an affirmative adoption of this Agreement be submitted to a 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 stockholders of the Company, authorizing Company and approving (iv) recommending that the stockholders of the Company adopt this Agreement. Assuming the accuracy of the representation and warranty set forth in Section 4.17, the Share Issuance and action of the transactions contemplated hereby Board of Directors of the Company (the “Required Company Y VoteBoard”). No other vote ) in approving this Agreement and the Merger is sufficient to render inapplicable to this Agreement and the Merger the restrictions on business combinations contained in Section 203 of the shareholders DGCL. To the knowledge of the Company Y is required by Lawafter due inquiry, no other “fair price”, “merger moratorium”, “control share acquisition” or other anti-takeover or similar statute or regulation applies to this Agreement or 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 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. (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. 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 has validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company and no stockholder votes or consents are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, (i) the Company Stockholder Approval and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. The Company Board, by resolutions duly adopted by vote of those voting on such matters at a meeting duly called and held (i) approvedheld, has, and declared advisable as of the date of this Agreement not subsequently rescinded or modified in any way, (x) determined that the transactions contemplated by this Agreement, including the Merger and the Plan of Merger and the other transactions contemplated hereby; (ii) determined that such transactions Merger, are advisable and fair to, and in the best interests of, the Company Y and its shareholders; stockholders, (y) 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 including the Merger Sub Board and by Company Y as (z) resolved to recommend that the sole shareholder of Company’s stockholders approve the 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 adopt 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 Tthe Parent 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 Board of Directors of Company Y (the is not a party to any stockholder rights plan or “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 herebypoison pill” 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 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 Innovate 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 herebyhereunder and to perform its obligations hereunder. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement and approved the consummation Directors of the transactions contemplated hereby, and has at a meeting duly called and held Innovate (i) approvedhas determined that the Merger is advisable, fair and declared advisable in the best interests of Innovate and its shareholders, (ii) has approved this Agreement, the Merger and the Plan of Merger Contemplated Transactions and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and has deemed this Agreement advisable, fair to, and in the best interests ofof Innovate and the Innovate Shareholders, Company Y and its shareholders; and (iii) recommended that has approved and determined to recommend the shareholders of Company Y approve approval of the issuance Preferred Stock Conversion Proposal to the Innovate Shareholders, and (iv) has duly authorized the execution and delivery of Company Y Class A Shares constituting this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby and has adopted and approved the Certificate of Designation. Except as explicitly provided in this Agreement, no other proceedings on the part of Innovate are necessary to approve and authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the Merger Consideration (and the “Share Issuance”). The Board Contemplated Transactions, other than the Innovate Shareholder Approval and the adoption of Directors of Merger Sub (the “Merger Sub Board”), and Company Y this Agreement by Innovate in its capacity 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 and each Ancillary Agreement to which it is a party has been duly and validly executed and delivered by each of Company Y and Merger Sub Innovate, and, assuming the due authorization, execution and delivery by Company Tthe Company, constitutes this Agreement and the Ancillary Agreements constitute a valid, legal valid and binding agreement obligation of each of Company Y and Merger SubInnovate, enforceable against each of Company Y and Merger Sub Innovate in accordance with its their respective terms, subject to: (1) Laws of general application relating to bankruptcy, insolvency and the Bankruptcy relief of debtors; and Equity Exception(2) rules of Law governing specific performance, injunctive relief and other equitable remedies. (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 Merger Sub (i) an affirmative vote by has determined that the holders Merger is advisable, fair and in the 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 shareholder, 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 has approved this Agreement, the Share Issuance Merger, and the transactions contemplated hereby Contemplated Transactions and has deemed this Agreement advisable, fair and in the best interests of Merger Sub and its sole shareholder, (iii) has determined that, considering the “Required Company Y Vote”). No other vote financial conditions of the shareholders merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company Y is required or Merger Sub, as applicable, to its creditors, and (iv) has determined to recommend that the sole shareholder of Merger Sub vote to approve the Merger and such other actions as 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 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 Subject to the adoption and approval of this Agreement by the holders of (i) at least a majority in combined voting power of the outstanding Shares and (ii) at least a majority of the outstanding Class B Shares (the approvals in clauses (i) and (ii) collectively, the “Company Y Board has duly and validly authorized Stockholder Approval”), 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 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 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 any Subsidiary of the Company 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)hereby. 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 Sub 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 Equitable Principles). (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 and in the best interests of the Company’s stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, (iii) directing that this Agreement be submitted to the stockholders of the Company Y for adoption and approval and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby (the “Company Y BoardRecommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.4. (c) has directed that this Agreement and The Company Stockholder Approval 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 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 and the transactions contemplated hereby. Notwithstanding the foregoing or anything to the contrary contained herein, is (i) an affirmative vote by Parent and Merger Sub acknowledge that, in addition to the Company Stockholder Approval, the holders of Shares will be required by applicable Securities Laws to vote, on a non-binding advisory basis, on the Company Y Shares representing a majority compensation payable to the Company’s Named Executive Officers (as defined under Item 402 of the aggregate voting power of Company Y Shares outstanding (voting together as a single class), and (ii) an affirmative vote Regulation S-K promulgated by the holders of a majority of the total outstanding Company Y Class A Shares, SEC) in each case, at a meeting of the shareholders of Company Y in accordance connection 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 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 by unanimous written consent 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, by unanimous written consent, 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 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 4.20. 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 of Directors of the Company Y (the “Company Y Board”), by resolutions duly adopted by unanimous vote of the disinterested directors present at a meeting duly called and held and not subsequently rescinded or modified in any way (the “Company Board 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 that the stockholders of the Company adopt this Agreement 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 Delaware 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 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 directed declared 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”Merger) are advisable, (ii) approved and adopted this Agreement and (iii) resolved to recommend (subject to Section 5.3(a). No other vote ) that the stockholders of the shareholders of Company Y is required adopt this Agreement and directed that this Agreement be submitted for consideration by Law, the memorandum and articles of association of Company Y or otherwise Company’s stockholders in order for Company Y to authorize and approve accordance with this Agreement, . The Company Board Approval constitutes approval of this Agreement as required under any applicable state takeover Law and no such state takeover Law is applicable to the Share Issuance Merger or to consummate the other transactions contemplated hereby, including, without limitation, the restrictions on business combinations contained in Section 203 of the DGCL.

Authority. (a) Each of Company Y and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement and, subject toto the consents, approvals, waivers, notices, filings, and registrations referred to in the case of Company Y, obtaining the Required Company Y VoteSection 5.2(e) and Section 5.2(f), to perform its obligations hereunder and consummate the transactions contemplated hereby. The Company Y Board Bank has duly all requisite corporate power and validly authorized authority to execute and deliver the executionBank Merger Agreement and, delivery and performance of this Agreement and approved subject to the consummation approval of the transactions contemplated hereby, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, the Bank 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, Agreement by 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 SubCompany Bank in accordance with the charter and bylaws of Company Bank and applicable Law and to the consents, approvals, waivers, notices, filings, and registrations referred to in Section5.2(e) and Section 5.2(f), to perform its obligations thereunder and consummate the transactions contemplated thereby. The execution and delivery of this Agreement by Company, the performance by Company of its obligations hereunder, and the consummation by Company of the transactions contemplated hereby have at meetings duly called and held, been duly and validly authorized and approved by board resolution (in all necessary corporate action on 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 part of the transactions contemplated herebyboard of directors of Company, and taken all no other 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 or proceedings on the part of Company Y or Merger Sub are necessary to authorize the execution, delivery, or performance of this Agreement by Company or the consummation by Company of the transactions contemplated hereby. The execution and approve this Agreementdelivery of the Bank Merger Agreement by Company Bank, the performance by Company Bank of its obligations thereunder, and the consummation by Company Bank of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of the board of directors of Company Bank, and no other corporate actions or proceedings on the part of Company Bank are necessary to authorize the execution, delivery, or performance of the Bank Merger Agreement by Company Bank or the Plan consummation by Company Bank of the transactions contemplated thereby, other than the approval of the Bank Merger or to consummate Agreement by Company as the sole shareholder of Company Bank in accordance with the charter and bylaws of Company Bank and applicable Law. The board of directors of Company has determined that this Agreement and the transactions contemplated hereby (other than, with respect are advisable and in the best interests of Company and its shareholders and has duly and validly adopted resolutions to the Share Issuanceforegoing effect. The board of directors of Company Bank has determined that the Bank Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of Company Bank and its sole shareholder and has directed that the Bank Merger Agreement be submitted to the sole shareholder of Company Bank for approval, and has duly and validly adopted resolutions to the Required Company Y Vote)foregoing effect. This Agreement has been duly and validly executed and delivered by each of Company Y and Merger Sub and, assuming the due authorization, execution execution, and delivery by Company TTarget, constitutes a valid, legal valid and legally binding agreement of each obligation of Company Y and Merger Sub, enforceable against each of Company Y and Merger Sub in accordance with its terms, and the Bank Merger Agreement has been duly and validly executed and delivered by Company Bank and, assuming due authorization, execution, and delivery by Target Bank, constitutes a valid and legally binding obligation of Company Bank enforceable against Company Bank in accordance with its terms, in each case subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions. (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 and deliver this Agreement andand each of the Ancillary Agreements to which it is a party, subject toto perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject, in the case of Company Ythe Merger, to obtaining the Required affirmative vote (whether at a meeting or through written consent) in favor of adopting this Agreement of the holders of at least a majority of the outstanding shares of Common Stock of the Company Y Vote(the “Stockholder Approval”). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Board of Directors and, except for obtaining the Stockholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action on the part of the Company is necessary to consummate authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. The Company Y Board has duly When executed and validly authorized delivered by the Company, the execution, delivery and performance by the Company of this each Ancillary Agreement to which it is party, and approved the consummation by it of the transactions contemplated herebythereby, will have been duly authorized by the Board of Directors and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby. This Agreement has been, and has when executed and delivered, each of the Ancillary Agreements to which the Company is a party will be, duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding obligation of the Company 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 (ii) is subject to general principles of equity. Upon receipt of the Merger Consent, the Stockholder Approval shall be obtained and no further approval or vote of the Company’s stockholders shall be required to approve and adopt this Agreement or the transactions contemplated hereby. (b) The Special Committee, at a meeting duly called and held held, unanimously (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 stockholders of the Company Y (other than the Stockholder and its shareholders; Affiliates) and (iiiii) recommended to the Board of Directors that it approve and declare advisable this Agreement and the shareholders of Company Y approve of other transactions contemplated by this Agreement, including the issuance of Company Y Class A Shares constituting the Merger Consideration (the “Share Issuance”)Merger. The Board of Directors of Merger Sub (the “Merger Sub Board”)Directors, and Company Y as the sole shareholder of Merger Sub, have at meetings a meeting duly called and held, duly and validly authorized and approved by board resolution unanimously (in the case of Company Yi) and by special resolution (in the case of Merger Sub) the execution, performance and delivery of determined that this Agreement, the Merger and the Plan of Merger other transactions contemplated by this Agreement are fair to, and in the consummation best interests of, the stockholders of the transactions contemplated herebyCompany, 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 (ii) approved this Agreement, the Merger or and the Plan of Merger or to consummate the other transactions contemplated hereby by this Agreement, (other thaniii) declared this Agreement advisable, with respect and (iv) resolved to recommend authorization and adoption of this Agreement by the stockholders of the Company (collectively, the “Board Recommendation”). (c) ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. has delivered to the Share IssuanceBoard of Directors, and Foros Securities LLC has delivered to the special committee of the Board of Directors, in each case, its opinion, dated as of the date of this Agreement (together, the Required Company Y Vote“Fairness Opinions”). This Agreement has been duly , substantially to the effect that, as of such date and validly executed based on 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 assumptions, qualifications and Equity Exceptionlimitations contained therein, the Merger Consideration to be received by the stockholders of the Company (other than Parent and any of its Affiliates) pursuant to this Agreement is fair to such stockholders from a financial point of view. (bd) The Board of Directors of Company Y (Stockholder Approval is 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 the Company’s securities 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 herebyMerger.

Authority. (a) Each of Company Y and Merger Sub Beneficial has all necessary the corporate power and authority necessary to execute execute, deliver, and, other than with respect to the Merger, perform this Agreement, and deliver with respect to the Merger, upon the approval of this Agreement andand the Merger by the affirmative vote of at least a majority of the outstanding shares of Beneficial entitled to vote on this Agreement and the Merger as contemplated by Section 7.1 (the “Beneficial Stockholder 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 herebyherein, and has at a meeting duly called and held (i) approved, and declared advisable this Agreement, including 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 SubMergers, have at meetings duly called and held, been duly and validly authorized and approved by board resolution (all necessary corporate action 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 respect thereof on the part of Company Y or Merger Sub are necessary to authorize Beneficial and approve Beneficial Bank (including, approval by, and a determination by all of the members of the boards of directors of Beneficial and Beneficial Bank that this Agreement, Agreement and the Merger or the Subsidiary Plan of Merger or are advisable and in the best interests of Beneficial’s stockholders and Beneficial Bank’s stockholder and directing the submission of this Agreement to consummate a vote at a meeting of stockholders), subject to receipt of the transactions contemplated hereby (other than, with respect Beneficial Stockholder Approval. Subject to the Share IssuanceBeneficial Stockholder 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 TWSFS, constitutes this Agreement represents a legal, valid, legal and binding agreement obligation of each of Company Y and Merger SubBeneficial, enforceable against each of Company Y and Merger Sub Beneficial 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 discretion of the court before which any proceeding may be brought (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 VoteExceptions”). 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 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, 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 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 (other thanhereby, with respect subject, in the case of the consummation of the Merger, to the Share Issuanceadoption of this Agreement and the approval of the principal terms of the Merger by (i) the holders of at least a majority in combined voting power of the outstanding Shares (the “Majority Outstanding Approval”), and (ii) the holders of a majority in combined voting power of the outstanding Shares not owned by Parent, Merger Sub, or any of their respective Affiliates (such approval, the Required “Majority of the Minority Approval,” and together with the Majority Outstanding Approval, the “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 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, enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject terms (except to the Bankruptcy and Equity Exception. (b) The Board extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of Directors creditors’ rights generally or by general principles 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 purposeequity). The Company Stockholder Approval is the only vote or consent of the holders of any class or series of share capital stock of the Company Y necessary to authorize and approve this Agreement and or the Share Issuance and Merger or the other transactions contemplated hereby. (b) The Special Committee is composed of three members of the Company Board who are not affiliated with Parent or Merger Sub and are not members of the Company’s management. The Company Board, is acting upon the unanimous recommendation of the Special Committee, has (i) an affirmative vote by determined that the holders of Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the 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)and its stockholders, 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 declared advisable this Agreement, the Share Issuance Merger and the other transactions contemplated hereby and (iii) resolved to recommend to the “Required Company’s stockholders that they adopt this Agreement. The Company Y Vote”). No other vote Board, acting upon the unanimous recommendation of the shareholders of Company Y is required by LawSpecial Committee, has directed that this Agreement be submitted to the memorandum and articles of association of Company Y or otherwise in order Company’s stockholders for Company Y to authorize and approve this Agreement, the Share Issuance or to consummate the transactions contemplated herebytheir approval.

Authority. (a) Each of Company Y Parent 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 Parent and Merger Sub and the case consummation by Parent and Merger Sub of Company Y, obtaining the Required Company Y Vote, transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent or Merger Sub 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 Company Y Parent 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 Parent and Merger Sub, enforceable against each of Company Y Parent 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 Company Y Parent (the “Company Y Parent Board”), by resolutions duly adopted by unanimous vote of the disinterested directors present at a meeting duly called and held and not subsequently rescinded or modified in any way (the “Parent Board Approval”), has duly (i) has directed declared 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 LawParent and 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). Parent 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 Delaware Law. (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 in the best interests of Parent, as Merger Sub’s sole stockholder, (ii) approved and adopted this Agreement and the transactions contemplated hereby (including the Merger) and (iii) recommended that Parent approve and adopt this Agreement and the transactions contemplated hereby (including the Merger).

Authority. (a) Each of The Company Y and Merger Sub has all necessary corporate requisite 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 receipt of the Company Stockholder Approval and any regulatory approvals referenced in Section 3.5(a) of the Company Disclosure Letter. The execution, delivery and performance of this Agreement by the Company Y Board has and the consummation by the Company of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on the part of the Company, and no stockholder votes are necessary to authorize the execution, delivery and performance of this Agreement and approved the consummation of or to consummate the transactions contemplated hereby, other than, with respect to the Merger, the Company Stockholder Approval. This Agreement has been duly authorized and has validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes the legally 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 therefore may be brought. The Company Board, at a meeting duly called and held prior to the execution and delivery of this Agreement, duly and unanimously adopted resolutions (i) approved, approving and declared advisable adopting this Agreement, the Merger and the Plan of Merger and the other transactions contemplated hereby; by this Agreement, (ii) determined approving the Voting Agreements, (iii) declaring that such transactions this Agreement and the Merger are fair to and advisable and fair to, and in the best interests ofof the Company and the Company’s stockholders, Company Y and its shareholders; (iv) directing that the adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders, (v) directing that the Proxy Statement be filed with the SEC and (iiivi) recommended recommending that the shareholders Company’s stockholders adopt this Agreement, which resolutions, except to the extent expressly permitted by Section 5.5, have not been rescinded, modified or withdrawn by the Company Board in any way. (b) Assuming the accuracy of Company Y approve Section 4.7, the approval of the issuance of Merger by the Company Y Class A Shares constituting Board referred to in Section 3.3(a) constitutes the Merger Consideration (only action necessary to render inapplicable to this Agreement, the “Share Issuance”). The Board of Directors of Merger Sub (Voting Agreements, the “Merger Sub Board”)Merger, the other transactions contemplated by this Agreement, including the transactions under the Voting Agreements, and Company Y as compliance with 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 terms of this Agreement, the Merger and the Plan of Merger and the consummation restrictions on “business combinations” (as defined in Section 203 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 DGCL) set forth in Section 203 of the transactions. No other corporate proceedings on DGCL to the part of Company Y or Merger Sub are necessary extent, if any, such restrictions would otherwise be applicable to authorize and approve this Agreement, the Merger or Voting Agreements, the Plan of Merger or to consummate Merger, the other transactions contemplated hereby (other thanby this Agreement, with respect to including transactions under the Share IssuanceVoting Agreements, 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 compliance with the articles terms of association of the Company, authorizing and approving this Agreement. No other state takeover or similar statute or regulation is applicable to this Agreement, the Share Issuance and Voting Agreements, the Merger, the other transactions contemplated hereby (by this Agreement or compliance with the “Required Company Y Vote”). No other vote terms 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 necessary to execute and deliver this Agreement andAgreement, to perform (subject to, in to the case of Company Y, obtaining the Required Company Y Vote, conditions contained herein) its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger. The Company Y Board has duly and validly authorized the executionBoard, 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 by unanimous vote (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 advisable, fair to, to and in the best interests ofof the Company stockholders, Company Y (ii) approved, adopted and its shareholders; declared advisable this Agreement and the transactions contemplated thereby, including the Merger, (iii) recommended directed that this Agreement be submitted to the shareholders of Company Y approve stockholders of the issuance Company for its adoption at a meeting of the Company Y Class A stockholders for the purpose of adopting this Agreement (including any adjournment or postponement thereof, the “Company Stockholders Meeting”) and (iv) resolved to recommend that this Agreement be adopted by the holders of the Company Shares. Except for the adoption of this Agreement by the affirmative vote of the holders of a majority in voting power of the outstanding Company Shares constituting the Merger Consideration entitled to vote thereon (the “Share Issuance”). The Board of Directors of Merger Sub (the “Merger Sub BoardCompany Stockholder Approval”), and Company Y as assuming 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 accuracy of the transactions contemplated hereby, representations and taken all corporate actions required to be taken by the warranties of Parent and Merger Sub Board and by Company Y as the sole shareholder of Merger Sub for the consummation of the transactions. No in Section 4.22, no other corporate proceedings on the part of the Company Y or Merger Sub are necessary to authorize and approve adopt 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)hereby. This Agreement has been duly and validly executed and delivered by each of the Company Y and Merger Sub and, assuming the due and valid 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 legally valid and binding obligation of the Company, enforceable against each of the Company Y and Merger Sub in accordance with its terms, subject except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to the Bankruptcy or affecting creditors’ rights, and Equity Exception. (b) The Board to general equitable principles, including specific performance and injunctive and other forms of Directors of Company Y equitable relief (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 VoteEnforceability Exceptions”). 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 KH Partners has requisite partnership power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of Company Y this Agreement, and Merger Sub has the consummation of the transactions contemplated hereby have been duly and validly approved by all necessary partnership action. This Agreement has been duly and validly executed and delivered by KH Partners and, assuming the due authorization, execution and delivery thereof by the WM Entities, constitutes the valid and binding obligation of KH Partners, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws relating to creditors' rights generally and to general principles of equity. (b) Keystone Holdings has 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, 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 to consummate the other transactions contemplated hereby; (ii) determined that such transactions are advisable hereby 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”)thereby. 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 Agreement and the Plan of Merger and the consummation of the transactions contemplated hereby, hereby and taken all corporate actions required to be taken thereby have been duly and validly approved by the Merger Sub Board of Directors of Keystone Holdings. Keystone Holdings has obtained all stockholder approvals, if any, required under its articles, bylaws or applicable law for the execution and by Company Y as delivery of this Agreement and the sole shareholder Plan of Merger Sub for and the consummation of the transactionstransactions contemplated hereby or thereby. No other corporate proceedings on the part of Company Y or Merger Sub Keystone Holdings are necessary to authorize and approve this Agreement, the Merger Agreement or the Plan of Merger or the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Keystone Holdings and, assuming the due authorization, execution and delivery thereof by the WM Entities, constitutes a valid and binding obligation of Keystone Holdings, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws relating to creditors' rights generally and to general principles of equity. (c) Each of New Holdings, New Capital, NACH Inc. and American Savings Bank has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each of New Holdings, New Capital, NACH Inc. and American Savings Bank and the consummation by each of the transactions contemplated hereby (have been duly and validly approved by its respective Board of Directors. Each of New Holdings, New Capital, NACH Inc. and American Savings Bank has obtained all stockholder approvals, if any, required by its articles, charter or bylaws or under applicable law to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. No other thancorporate proceedings on the part of any of New Holdings, with respect New Capital, NACH Inc. or American Savings Bank are necessary to authorize this Agreement or the Share Issuance, consummation of the Required Company Y Vote)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Company Y New Holdings, New Capital, NACH Inc. and Merger Sub American Savings Bank and, assuming the due authorization, execution and delivery thereof by Company Tthe WM Entities, constitutes a valid, legal valid and binding agreement obligation of each of Company Y New Holdings, New Capital, NACH Inc. and Merger SubAmerican Savings Bank, enforceable against each of Company Y and Merger Sub them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Board applicable bankruptcy, insolvency, moratorium or other laws relating to creditors' rights generally, to general principles 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 Sharesequity and, in each casethe case of American Savings Bank, at a meeting of the shareholders of Company Y in accordance with the articles of association of the Company, authorizing applicable receivership 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 herebyconservatorship laws.

Authority. (a) Each of Company Y BioTime 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 the case of Company Y, to obtaining the Required Company Y VoteBioTime Shareholder Approval, to consummate the transactions contemplated herebyTransactions. The Company Y Board has duly and validly authorized the execution, delivery and performance of this Agreement by BioTime and approved Merger Sub and the consummation by BioTime and Merger Sub 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, Transactions 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 Company Y BioTime 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 Transactions (other than, with respect to the Share IssuanceMerger, (1) receipt of the Required Company Y VoteBioTime Shareholder Approval and (2) the filing of the Certificate of Merger with the DSOS). This Agreement has been duly and validly executed and delivered by each of Company Y BioTime and Merger Sub and, assuming the due authorization, execution and delivery by Company TAsterias, constitutes a validlegal, legal valid and binding agreement obligation of each of Company Y BioTime and Merger Sub, enforceable against each of Company Y BioTime and Merger Sub in accordance with its terms, except that (x) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (y) 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 BioTime Board of Directors (acting upon the unanimous recommendation of Company Y (the “Company Y Board”BioTime Special Committee) has directed adopted resolutions (by unanimous vote of the disinterested members of the BioTime Board of Directors) (1) determining that this Agreement and the Share Issuance Transactions, including the Merger, are fair to, and in the best interests of, BioTime and its shareholders, (2) approving and declaring advisable this Agreement and the Transactions, and (3) directing that the issuance of BioTime Common Shares contemplated by this Agreement be submitted to the shareholders of Company Y BioTime for their authorization approval. (c) The board of directors of Merger Sub adopted resolutions (1) determining that the Merger is fair to, and approval at a meeting to be held for that purpose. The only vote of in the holders of any class or series of share capital of Company Y necessary to authorize best interests of, Merger Sub and approve its stockholder and (2) approving and declaring advisable this Agreement and the Share Issuance Transactions (such approval 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 adoption having been made 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”DGCL). 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 Parent, Acquirer Management 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 (other than the Parent Stockholders Approval). The Company Y Board has execution and delivery of this Agreement by each of Parent, Acquirer Management and Merger Sub and the consummation by each of Parent, Acquirer Management and Merger Sub of the transactions contemplated hereby 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 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 Merger Sub are necessary to authorize and approve this Agreement, the Merger or the Plan of Merger or to consummate the transactions contemplated hereby action (other than, with respect to than the Share Issuance, the Required Company Y VoteParent Stockholders Approval). This Agreement has been duly authorized and validly executed and delivered by each of Company Y Parent, Acquirer Management 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 Parent, Acquirer Management and Merger Sub, enforceable against each of Company Y Parent, Acquirer Management and Merger Sub in accordance with its terms, subject only to the Bankruptcy effect, if any, of (i) applicable bankruptcy and Equity Exception. other similar Laws affecting the rights of creditors generally and (bii) rules of Law governing specific performance, injunctive relief and other equitable remedies. The Parent Board of Directors of Company Y has unanimously (A) approved and declared advisable this Agreement and the “Company Y Board”Merger, (B) has directed determined that this Agreement and the Share Issuance terms and conditions of the Merger are fair to, advisable and in the best interests of Parent and its stockholders, and (C) directed that the adoption of this Agreement be submitted to the shareholders of Company Y Parent's stockholders for their authorization and approval at a meeting to be held for of such stockholders and recommended that purposeall of Parent's stockholders adopt this Agreement. The affirmative vote of the holders of a majority of all Parent Common Shares issued and outstanding on the record date set for the meeting of Parent's stockholders to adopt this Agreement (the "Parent Stockholders Meeting") is the only vote of the holders of any class or series capital stock of share capital of Company Y Parent necessary to authorize and approve adopt this Agreement and effect the Share Issuance Merger under applicable Law and the transactions contemplated hereby, is (i) an affirmative vote by the holders Parent's Certificate 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 Incorporation (the “Required Company Y Vote”"Parent Stockholders Approval"). No other The affirmative vote of the shareholders sole stockholder of Company Y Merger Sub to adopt this Agreement is required by Law, the memorandum only vote of the stockholders of Merger Sub necessary to adopt this Agreement under applicable Law and articles Merger Sub's Certificate 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 herebyIncorporation.

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, subject, in the case of consummation of the Merger, to the approval of the Company Voting Proposal by the Company’s stockholders as contemplated in Section 5.2(a). 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, 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 corporate 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 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 Voting Proposal by the Company’s stockholders as contemplated by Section 5.2(a) and the filing of Company Y Class A Shares constituting the Certificate of Merger Consideration (the “Share Issuance”)pursuant to Delaware Law. 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 affirmative vote 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 holders of Merger Sub for the consummation a majority of the transactions. No other corporate proceedings on Voting Shares entitled to vote at the part of Company Y or Merger Sub are necessary to authorize and approve this Agreement, Stockholders’ Meeting is 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 Company capital of Company Y stock necessary to authorize and approve adopt this Agreement and consummate the Share Issuance and the transactions contemplated herebyMerger under Delaware Law. For purposes hereof, is “Voting Shares” shall mean (i) an affirmative vote by the holders of the Company Y Shares representing a majority of the aggregate voting power outstanding shares of Company Y Shares outstanding (voting together as a single class), Common Stock and (ii) an affirmative vote the outstanding share of Series B Preferred Stock (with the number of Voting Shares attributable to the share of Series B Preferred Stock equal to the number of issued and outstanding Exchangeable Shares as of the record date of the Company Stockholders Meeting that are not owned by the holders Company, any 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 its Subsidiaries or any entity directly or indirectly controlled by or under common control with the articles of association Company). This Agreement has been duly executed and delivered by the Company and assuming due authorization, execution and delivery by P▇▇▇▇▇ and Merger Sub, constitutes the 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.